<SUBMISSION>
<ACCESSION-NUMBER>0000891618-02-000154
<TYPE>S-3
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<FILING-DATE>20020117
<FILER>
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<CONFORMED-NAME>CALPINE CANADA ENERGY FINANCE ULC
<CIK>0001137032
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<STATE-OF-INCORPORATION>A5
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</COMPANY-DATA>
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<STREET1>50 WEST SAN FERNANDO ST
<CITY>SAN JOSE
<STATE>CA
<ZIP>95113
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>50 WEST SAN FERNANDO ST
<CITY>SAN JOSE
<STATE>CA
<ZIP>95113
</MAIL-ADDRESS>
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<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CALPINE CANADA ENERGY FINANCE II ULC
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<FILM-NUMBER>2511415
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<BUSINESS-ADDRESS>
<STREET1>800, PURDY'S WHARF, TOWER 1
<STREET2>1959 UPPER WATER STREET, P.O. BOX 997
<CITY>HALIFAX
<STATE>A1
<ZIP>00000
<PHONE>4087921158
</BUSINESS-ADDRESS>
</FILER>
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CALPINE CORP
<CIK>0000916457
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<STATE>CA
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<PHONE>4089955115
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>50 W SAN FERNANDO
<STREET2>SUITE 500
<CITY>SAN JOSE
<STATE>CA
<ZIP>95113
</MAIL-ADDRESS>
</FILER>
<FILER>
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<CONFORMED-NAME>CALPINE CAPITAL TRUST V
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<CITY>SAN JOSE
<STATE>CA
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<PHONE>4087942503
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<STREET1>50 WEST SAN FERNANDO STREET
<CITY>SAN JOSE
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<CITY>SAN JOSE
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<DOCUMENT>
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<FILENAME>f78300ors-3.txt
<DESCRIPTION>S-3
<TEXT>
<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 2002
                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                              CALPINE CORPORATION

                       CALPINE CANADA ENERGY FINANCE ULC
                      CALPINE CANADA ENERGY FINANCE II ULC
                            CALPINE CAPITAL TRUST IV
                            CALPINE CAPITAL TRUST V
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<Table>
<S>                                    <C>                                    <C>
               DELAWARE                                 4911                                77-0212977
             NOVA SCOTIA                                4911                              NOT APPLICABLE
             NOVA SCOTIA                                4911                              NOT APPLICABLE
               DELAWARE                                 4911                           APPLICATION PENDING
               DELAWARE                                 4911                           APPLICATION PENDING
    (STATES OR OTHER JURISDICTIONS          (PRIMARY STANDARD INDUSTRIAL                 (I.R.S. EMPLOYER
  OF INCORPORATION OR ORGANIZATION)         CLASSIFICATION CODE NUMBERS)             IDENTIFICATION NUMBERS)
</Table>

<Table>
<S>                                                      <C>
                                                                    CALPINE CANADA ENERGY FINANCE ULC
                  CALPINE CORPORATION                              CALPINE CANADA ENERGY FINANCE II ULC
                CALPINE CAPITAL TRUST IV                            SUITE 800, PURDY'S WHARF, TOWER 1
                CALPINE CAPITAL TRUST V                                  1959 UPPER WATER STREET
              50 WEST SAN FERNANDO STREET                                      P.O. BOX 997
               SAN JOSE, CALIFORNIA 95113                              HALIFAX, NOVA SCOTIA B3J 3N2
                     (408) 995-5115                                           (902) 420-3335
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,      (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE INCLUDING AREA CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE
                        OFFICES)                                                 OFFICES)
                                                                              ANN B. CURTIS
                                                                       VICE PRESIDENT AND SECRETARY
                    PETER CARTWRIGHT                                CALPINE CANADA ENERGY FINANCE ULC
    CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER,               CALPINE CANADA ENERGY FINANCE II ULC
                  CALPINE CORPORATION                                    C/O CALPINE CORPORATION
              50 WEST SAN FERNANDO STREET                              50 WEST SAN FERNANDO STREET
               SAN JOSE, CALIFORNIA 95113                               SAN JOSE, CALIFORNIA 95113
                     (408) 995-5115                                           (408) 995-5115
   (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE        (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
                        NUMBER,                                                  NUMBER,
       INCLUDING AREA CODE, OF AGENT FOR SERVICE)               INCLUDING AREA CODE, OF AGENT FOR SERVICE)
</Table>

                                WITH COPIES TO:

<Table>
<S>                                                      <C>
                    BRUCE C. BENNETT                                          JOSEPH A. COCO
                  COVINGTON & BURLING                            SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
              1330 AVENUE OF THE AMERICAS                                   FOUR TIMES SQUARE
                NEW YORK, NEW YORK 10019                                 NEW YORK, NEW YORK 10036
                     (212) 841-1000                                           (212) 735-3000
</Table>

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
  From time to time after the effective date of this Registration Statement as
                        determined by market conditions.
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box:  [ ]
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box:  [X]
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering:  [ ]  __________
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering:  [ ]  __________
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box:  [ ]
                            ------------------------
    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
    PURSUANT TO RULE 429(a) UNDER THE SECURITIES ACT, THE PROSPECTUS CONTAINED
IN THIS REGISTRATION STATEMENT RELATES TO SECURITIES REGISTERED UNDER THIS
REGISTRATION STATEMENT, THE SECURITIES REGISTERED AND REMAINING UNSOLD UNDER
REGISTRATION STATEMENT NO. 333-72583, REGISTRATION STATEMENT NO. 333-87427,
REGISTRATION STATEMENT NO. 333-56712 AND REGISTRATION STATEMENT NO. 333-67446
AND A PORTION OF THE SECURITIES REGISTERED AND REMAINING UNSOLD UNDER
REGISTRATION STATEMENT NO. 333-40652. PURSUANT TO RULE 429(b) UNDER THE
SECURITIES ACT, THIS REGISTRATION STATEMENT, WHICH IS A NEW REGISTRATION
STATEMENT, CONSTITUTES A POST-EFFECTIVE AMENDMENT TO EACH OF REGISTRATION
STATEMENT NOS. 333-72583, 333-87427, 333-40652, 333-56712 AND 333-67446 AND SUCH
POST-EFFECTIVE AMENDMENTS SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE
EFFECTIVENESS OF THIS REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION 8(c)
OF THE SECURITIES ACT. IF SECURITIES PREVIOUSLY REGISTERED UNDER REGISTRATION
STATEMENT NOS. 333-72583, 333-87427, 333-40652, 333-56712 AND 333-67446 ARE
OFFERED AND SOLD PRIOR TO THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, THE
AMOUNT OF SUCH PREVIOUSLY REGISTERED SECURITIES SO SOLD WILL NOT BE INCLUDED IN
THE PROSPECTUS HEREUNDER.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                        CALCULATION OF REGISTRATION FEE

<Table>
<S>                          <C>                   <C>                   <C>                   <C>
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
SECURITIES                       AMOUNT TO BE       OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
TO BE REGISTERED                REGISTERED(1)            UNIT(1)             PRICE(1)(2)         REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value
  $.001 per share, of
  Calpine Corporation(3)...
-------------------------------------------------------------------------------------------------------------------
Preferred Stock, par value
  $.001 per share, of
  Calpine Corporation......
-------------------------------------------------------------------------------------------------------------------
Depositary Shares of
  Calpine Corporation(4)...
-------------------------------------------------------------------------------------------------------------------
Debt Securities of Calpine
  Corporation(5)...........
-------------------------------------------------------------------------------------------------------------------
Purchase Contracts of
  Calpine Corporation......
-------------------------------------------------------------------------------------------------------------------
Units of Calpine
  Corporation..............
-------------------------------------------------------------------------------------------------------------------
Warrants of Calpine
  Corporation..............
-------------------------------------------------------------------------------------------------------------------
Debt Securities of Calpine
  Canada Energy Finance ULC
  and Calpine Canada Energy
  Finance II ULC(5)........
-------------------------------------------------------------------------------------------------------------------
Guarantees of Debt
  Securities of Calpine
  Canada Energy Finance ULC
  and Calpine Canada Energy
  Finance II ULC by Calpine
  Corporation(6)...........
-------------------------------------------------------------------------------------------------------------------
Warrants of Calpine Canada
  Energy Finance ULC and
  Calpine Canada Energy
  Finance II ULC...........
-------------------------------------------------------------------------------------------------------------------
Preferred Securities of
  Calpine Capital Trust IV
  and Calpine Capital Trust
  V........................
-------------------------------------------------------------------------------------------------------------------
Guarantees of Preferred
  Securities of Calpine
  Capital Trust IV and
  Calpine Capital Trust V
  by Calpine Corporation(7)
-------------------------------------------------------------------------------------------------------------------
      Total................     $2,500,000,000             100%             $2,500,000,000         $230,000(9)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</Table>

                                            Notes appear on the following pages.
<PAGE>

(1) Pursuant to Rule 457(o) and General Instruction II.D. of Form S-3 under the
    Securities Act of 1933, the table does not specify by each class information
    as to the amount to be registered, the proposed maximum aggregate price per
    unit or the proposed maximum aggregate offering price. Subject to note 8
    below, there are being registered hereunder such presently indeterminate
    principal amount or number of (a) shares of common stock and preferred
    stock, depository shares, debt securities, purchase contracts, units and
    warrants as may be offered, from time to time, by Calpine Corporation; (b)
    debt securities and warrants as may be offered, from time to time, by
    Calpine Canada Energy Finance ULC; (c) debt securities and warrants as may
    be offered, from time to time, by Calpine Canada Energy Finance II ULC; (d)
    preferred securities as may be offered, from time to time, by Calpine
    Capital Trust IV; and (e) preferred securities as may be offered, from time
    to time, by Calpine Capital Trust V. There are also being registered
    hereunder such presently indeterminate principal amount or number of shares
    of common stock and preferred stock, depositary shares, purchase contracts
    and units of Calpine Corporation, and debt securities of Calpine
    Corporation, Calpine Canada Energy Finance ULC and Calpine Canada Energy
    Finance II ULC, in each case issuable upon conversion, exchange, exercise or
    settlement of securities registered hereunder. No separate cash
    consideration will be received for any securities registered hereunder that
    are issued upon conversion of, or in exchange for, other securities
    registered hereunder. For each class of security, the amount to be
    registered, the proposed maximum aggregate price per unit and the proposed
    maximum aggregate offering price will be determined from time to time by us
    in connection with the issuance of the securities registered hereunder.

(2) Estimated solely for purposes of determining the registration fee pursuant
    to Rule 457(o) under the Securities Act, which permits the registration fee
    to be calculated on the basis of the maximum aggregate offering price of all
    securities listed.

(3) Includes certain preferred stock purchase rights (the "Rights") associated
    with shares of the common stock. Until the occurrence of certain prescribed
    events, none of which have occurred, the Rights are not exercisable, are
    evidenced by the certificate representing the common stock and will be
    transferred along with and only with the common stock. No separate
    consideration is payable for the Rights.

(4) If Calpine Corporation elects to offer fractional interests in shares of
    preferred stock, depositary shares, evidenced by depositary receipts issued
    under a deposit agreement, will be distributed to those persons acquiring
    the fractional interests, and the shares of preferred stock will be issued
    to the depositary under such deposit agreement.

(5) If any debt securities are issued at an original issue discount, then the
    offering price shall be in such greater principal amount as shall result in
    an aggregate initial offering price not to exceed $2,500,000,000 less the
    dollar amount of any securities previously issued hereunder (including other
    debt securities issued at an original issue discount, which shall be treated
    as described in this note (5)).

(6) The debt securities to be issued by Calpine Canada Energy Finance ULC and
    Calpine Canada Energy Finance II ULC will be irrevocably and unconditionally
    guaranteed on an unsecured senior basis by Calpine Corporation. No separate
    consideration will be received for the guarantees of Calpine Corporation.

(7) Calpine Corporation will issue guarantees and undertake other obligations in
    connection with the issuance of preferred securities by Calpine Capital
    Trust IV and Calpine Capital Trust V. No separate consideration will be
    received for the guarantees of Calpine Corporation.

(8) The prospectus contained in this registration statement relates to
    $871,389,752 aggregate amount of securities being registered under this
    registration statement and, pursuant to Rule 429 under the Securities Act,
    (a) $27,422,100 of unsold securities of Calpine Corporation previously
    registered under Registration Statement No. 333-72583 initially filed on
    February 18, 1999, for which a registration fee in the amount of $7,623 was
    previously paid; (b) $84,701,520 of unsold securities of Calpine Corporation
    and Calpine Capital Trust previously registered under Registration Statement
    No. 333-87427 initially filed on September 20, 1999, for which a
    registration fee in the amount of $23,547 was previously paid; (c)
    $40,000,000 of unsold securities of Calpine Corporation previously
<PAGE>

    registered under Registration Statement No. 333-40652 initially filed on
    June 30, 2000, for which a registration fee in the amount of $10,560 was
    previously paid; (d) $655,103,529 of unsold securities of Calpine
    Corporation previously registered on Registration Statement No. 333-56712
    initially filed on March 8, 2001, for which a registration fee in the amount
    of $163,775 was previously paid; and (e) $821,383,099 of unsold securities
    of Calpine Corporation, Calpine Canada Energy Finance ULC and Calpine Canada
    Energy Finance II ULC guaranteed by Calpine Corporation previously
    registered on Registration Statement No. 333-67446, initially filed on
    August 14, 2001, for which a registration fee in the amount of $205,345 was
    previously paid. In no event will the aggregate initial offering price of
    all securities issued from time to time pursuant to the prospectus contained
    in this registration statement exceed $2,500,000,000 or the equivalent
    thereof in one or more foreign currencies, foreign currency units or
    composite currencies. The securities registered hereunder may be sold
    separately, together or as units with other securities registered hereunder.

(9) $410,850 was previously paid as a registration fee in respect of the
    $1,628,610,248 aggregate amount of unsold securities being carried forward
    from Registration Statement Nos. 333-72583, 333-87427, 333-40652, 333-56712
    and 333-67446 pursuant to Rule 429 under the Securities Act. Pursuant to
    Rule 457(p) under the Securities Act, such previously paid registration fees
    are being offset against the total registration fee due hereunder.
    Accordingly, no registration fee is due in connection with the filing of
    this registration statement. However, as required by the SEC, we are paying
    one dollar in connection with this filing.
<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

                 SUBJECT TO COMPLETION, DATED JANUARY 17, 2002

PROSPECTUS

[CALPINE CORP. LOGO]          CALPINE CORPORATION

                                  Common Stock
                                Preferred Stock
                               Depositary Shares
                                Debt Securities
                               Purchase Contracts
                                     Units
                                    Warrants

                       CALPINE CANADA ENERGY FINANCE ULC
                      CALPINE CANADA ENERGY FINANCE II ULC

                   Debt Securities Fully and Unconditionally
                       Guaranteed by Calpine Corporation
                                    Warrants

                            CALPINE CAPITAL TRUST IV
                            CALPINE CAPITAL TRUST V

                           Trust Preferred Securities
                     Fully and Unconditionally Guaranteed,
                  as Described Herein, by Calpine Corporation
                           -------------------------

     We may offer any combination of the securities described in this prospectus
in different series from time to time in amounts, at prices and on terms to be
determined at or prior to the time of the offering. We will provide you with
specific terms of the applicable offered securities in one or more supplements
to this prospectus. The aggregate initial offering price of the securities that
we may issue under this prospectus will not exceed $2,500,000,000.

     We urge you to read this prospectus and any accompanying prospectus
supplement carefully before you make your investment decision. This prospectus
may not be used to make sales of the offered securities unless it is accompanied
by a prospectus supplement describing the method and terms of the offering of
those offered securities. We may sell the securities or we may distribute them
through underwriters or dealers. In addition, the underwriters may overallot a
portion of the securities.

     Calpine Corporation's common stock is traded on the New York Stock Exchange
under the symbol "CPN." Unless we state otherwise in a prospectus supplement, we
will not list any other of these securities on any securities exchange.

     INVESTING IN THESE SECURITIES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" ON
PAGE 14.

     The principal offices of Calpine Corporation, Calpine Capital Trust IV and
Calpine Capital Trust V are located at 50 West San Fernando Street, San Jose,
California 95113. The telephone number there is (408) 995-5115. The principal
offices of Calpine Energy Finance ULC and Calpine Energy Finance II ULC are
located at Suite 800, Purdy's Wharf, Tower 1, 1959 Upper Water Street, P.O. Box
997, Halifax, Nova Scotia B3J 3N2. The telephone number there is (902) 420-3335.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                       Prospectus dated           , 2002.
<PAGE>

     No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
prospectus or the accompanying prospectus supplement and, if given or made, such
information or representations must not be relied upon as having been
authorized. This prospectus and accompanying prospectus supplement do not
constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities described in this prospectus and the
accompanying prospectus supplement or an offer to sell or the solicitation of an
offer to buy such securities in any circumstance in which such offer or
solicitation is unlawful. Neither the delivery of this prospectus or the
accompanying prospectus supplement, nor any sale made under this prospectus or
accompanying prospectus supplement shall, under any circumstances, create any
implication that there has been no change in our affairs since the date of the
prospectus supplement accompanying this prospectus or that the information
contained or incorporated by reference in this prospectus or accompanying
prospectus supplement is correct as of any time subsequent to the date of such
information.

                               TABLE OF CONTENTS

<Table>
<Caption>
                                          PAGE
                                          ----
<S>                                       <C>
About This Prospectus...................    1
Calpine Corporation.....................    3
Calpine Canada Energy Finance ULC and
  Calpine Canada Energy Finance II
  ULC...................................   12
Calpine Capital Trust IV and Calpine
  Capital Trust V.......................   13
Risk Factors............................   14
Where You Can Find More Information;
  Documents Incorporated by Reference...   14
Forward-Looking Statements..............   16
Calpine Consolidated Ratio of Earnings
  to Fixed Charges......................   17
Use of Proceeds.........................   17
Plan of Distribution....................   17
</Table>

<Table>
<Caption>
                                          PAGE
                                          ----
<S>                                       <C>
Description of Capital Stock............   20
Description of Depositary Shares........   25
Description of Debt Securities..........   28
Description of Purchase Contracts.......   44
Description of Units....................   44
Description of Warrants.................   45
Description of Trust Preferred
  Securities............................   46
Certain United States Federal Income Tax
  Consequences..........................   52
Certain Canadian Federal Income Tax
  Considerations........................   67
Legal Matters...........................   68
Experts.................................   68
</Table>

                                        i
<PAGE>

                             ABOUT THIS PROSPECTUS

     This document is called a prospectus and is part of a joint registration
statement that Calpine Corporation, Calpine Canada Energy Finance ULC, Calpine
Canada Energy Finance II ULC, Calpine Capital Trust IV and Calpine Capital Trust
V filed with the Securities and Exchange Commission (the "SEC") using a "shelf"
registration, or continuous offering, process. Under this shelf process, we may
sell, from time to time, any combination of the securities described in this
prospectus in one or more offerings up to a total dollar amount of
$2,500,000,000, which amount includes over-allotment options with regard to
certain securities.

     Pursuant to Rule 3-10 of Regulation S-X promulgated by the SEC, we are not
required to include in this prospectus separate financial statements of Calpine
Canada Energy Finance ULC, which we refer to as "Energy Finance," Calpine Canada
Energy Finance II ULC, which we refer to as "Energy Finance II," Calpine Capital
Trust IV, which we refer to as "Trust IV," or Calpine Capital Trust V, which we
refer to as "Trust V," because:

     - in the case of Energy Finance and Energy Finance II, all of each of their
       respective voting rights are owned by Calpine Corporation (which we refer
       to as "Calpine"), either directly or indirectly;

     - in the case of Trust IV and Trust V, the sum of all of each of their
       respective interests are owned by Calpine, either directly or through
       wholly-owned subsidiaries of Calpine, other than (i) securities that are
       guaranteed by Calpine and, if applicable, other 100%-owned subsidiaries
       of Calpine and (ii) securities that guarantee securities issued by
       Calpine and, if applicable, other 100% owned subsidiaries of Calpine;

     - Calpine files periodic and other reports with the SEC pursuant to the
       Securities Exchange Act of 1934, as amended (the "Securities Exchange
       Act");

     - none of Energy Finance, Energy Finance II, Trust IV or Trust V has
       operations other than the investment of funds in Calpine or its
       subsidiaries; and

     - Calpine will fully and unconditionally guarantee the obligations of
       Energy Finance, Energy Finance II, Trust IV and Trust V, and the rights
       of holders of their securities, and no subsidiary of Calpine will
       guarantee those obligations.

     Because Energy Finance, Energy Finance II, Trust IV and Trust V are
permitted to omit financial statements, pursuant to Rule 12h-5 under the
Securities Exchange Act, they are not subject to the information reporting
requirements of that Act.

     This prospectus provides you with a general description of the securities
we may offer. Each time we sell such securities, we will provide a prospectus
supplement containing specific information about the terms of the securities
being offered, including any guarantees. That prospectus supplement may include
a discussion of any risk factors or other special considerations applicable to
those securities. The prospectus supplement may also add, update or change
information in this prospectus. If there is any inconsistency between the
information in this prospectus and any prospectus supplement, you should rely on
the information in that prospectus supplement. You should read both this
prospectus and any prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information;
Documents Incorporated by Reference."

     The registration statement containing this prospectus, including the
exhibits to the registration statement, provides additional information about us
and the securities offered under this prospectus. The registration statement,
including the exhibits, can be read at the SEC website or at the SEC offices
mentioned under the heading "Where You Can Find More Information; Documents
Incorporated by Reference."

     You should rely only on the information incorporated by reference or
provided in this prospectus and the accompanying prospectus supplement. We have
not authorized anyone to provide you with different information. We are not
making an offer or soliciting a purchase of these securities in any jurisdiction
in

                                        1
<PAGE>

which the offer or solicitation is not authorized or in which the person making
the offer or solicitation is not qualified to do so or to anyone to whom it is
unlawful to make the offer or solicitation. You should not assume that the
information in this prospectus or the accompanying prospectus supplement is
accurate as of any date other than the date on the front of the document.

     The prospectus incorporates business and financial information about us
that is not included or delivered with this document. YOU MAY REQUEST AND OBTAIN
THIS INFORMATION FREE OF CHARGE BY WRITING TO US AT CALPINE CORPORATION, 50 WEST
SAN FERNANDO STREET, SAN JOSE, CALIFORNIA 95113, ATTENTION: LISA M.
BODENSTEINER, ASSISTANT SECRETARY, OR BY TELEPHONING US AT (408) 995-5115.

     Unless we have indicated otherwise, in this prospectus references to
"Calpine" are to Calpine Corporation, references to "Energy Finance" are to
Calpine Canada Energy Finance ULC, references to "Energy Finance II" are to
Calpine Canada Energy Finance II ULC, references to "Trust IV" are to Calpine
Capital Trust IV, references to "Trust V" are to Calpine Capital Trust V,
references to "the trusts" are, collectively, to Trust IV and Trust V, and
references to "we," "us" and "our" or similar terms are, collectively, to
Calpine Corporation and its consolidated subsidiaries. Unless otherwise
indicated, references in this prospectus to "$" or "dollar" are to the lawful
currency of the United States.

     On April 19, 2001, we acquired Encal Energy Ltd. ("Encal") in a merger
transaction that was accounted for as a pooling-of-interests under U.S. GAAP.
All financial information contained in this prospectus has been restated for all
periods presented as if Encal and Calpine had always been combined. As used in
this prospectus, "EBITDA, as adjusted" is defined as net income less income from
unconsolidated investments, plus cash received from unconsolidated investments,
plus provision for tax, plus interest expense, plus one-third of operating lease
expenses, plus depreciation and amortization, plus distributions on our
company-obligated mandatorily redeemable convertible preferred securities of
subsidiary trusts ("HIGH TIDES"(SM)). This non-GAAP measure is presented not as
a measure of operating results, but rather as a measure of our ability to
service debt. EBITDA, as adjusted, should not be construed as an alternative to
either (i) income from operations (determined in accordance with U.S. GAAP) or
(ii) cash flows from operating activities (determined in accordance with U.S.
GAAP). Prior to 2000, EBITDA had been calculated according to an indenture
definition. EBITDA, as adjusted, for 1996 through 1999 has been restated to
conform to the definition set forth above.

                                        2
<PAGE>

                              CALPINE CORPORATION

     We are a leading independent power company engaged in the development,
acquisition, ownership and operation of power generation facilities and the sale
of electricity and steam in the United States, Canada and the United Kingdom. We
have experienced significant growth in all aspects of our business over the last
five years. Currently, we own interests in 62 power plants having a net capacity
of 11,130 megawatts. We also have 27 gas-fired projects under construction
having a net capacity of 15,163 megawatts. Upon completion of the projects under
construction, we will have interests in 85 power plants (including expansions of
current facilities) located in 21 U.S. states, three Canadian provinces and in
the United Kingdom, having a net capacity of 26,293 megawatts. Of this total
generating capacity, 97% will be attributable to gas-fired facilities and 3%
will be attributable to geothermal facilities. As a result of our expansion
program, our revenues, EBITDA, as adjusted, earnings and assets have grown
significantly over the last five years, as shown in the table below.

<Table>
<Caption>
                                                                         COMPOUND ANNUAL
                                                  1996        2000         GROWTH RATE
                                                --------    ---------    ---------------
                                                (DOLLARS IN MILLIONS)
<S>                                             <C>         <C>          <C>
Total Revenue.................................  $  291.5    $ 2,547.1           72%
EBITDA, as adjusted...........................     144.2      1,017.2           63%
Net Income....................................      14.8        372.6          124%
Total Assets..................................   1,245.0     10,323.2           70%
</Table>

In addition, we have 34 gas-fired projects (power plants and expansions of
current facilities) in advanced development with a net capacity of approximately
15,100 megawatts. As we recently announced, we will continue development of
these projects until they are ready for construction. At that point, a
development project will be placed on hold pending further review by our
investment committee, based upon market conditions, financing terms and other
factors in effect at that time.

     Since our inception in 1984, we have developed substantial expertise in all
aspects of the development, acquisition and operation of power generation
facilities. We believe that the vertical integration of our extensive
engineering, construction management, operations, fuel management, power
marketing and financing capabilities provides us with a competitive advantage to
successfully implement our construction program and has contributed to our
significant growth over the past five years.

     Calpine is a corporation organized and existing under the laws of the State
of Delaware. Our principal executive office is located at 50 West San Fernando
Street, San Jose, California 95113. Our registered office is located at 9 East
Loockerman Street, Dover, Delaware 19901, c/o National Registered Agents, Inc.

                                        3
<PAGE>

CAPITALIZATION

     The following table sets forth, as of September 30, 2001, (i) Calpine's
actual consolidated capitalization, and (ii) on an estimated basis for the
purposes of this prospectus, Calpine's consolidated capitalization as adjusted
to reflect the net effect of (a) an offering of $530 million in aggregate
principal amount of 8 1/2% Senior Notes Due 2008 issued by Energy Finance and
guaranteed by Calpine, (b) an offering of $850 million in aggregate principal
amount of 8 1/2% Senior Notes Due 2011 issued by Calpine directly, (c) an
offering of C$200 million in aggregate principal amount of 8 3/4% Senior Notes
Due 2007 issued by Energy Finance and guaranteed by Calpine, (d) an offering of
L200 million in aggregate principal amount of 8 7/8% Senior Notes Due 2011
issued by Energy Finance II and guaranteed by Calpine, (e) E175 million in
aggregate principal amount of 8 3/8% Senior Notes Due 2008 issued by Energy
Finance II and guaranteed by Calpine, (f) an offering of $654.5 million in
principal of pass through lease certificates relating to certain sale/leaseback
transactions for the Southpoint, Broad River and RockGen facilities, (g) an
offering of $1.2 billion in aggregate principal amount of 4% Convertible Senior
Notes Due 2006 issued by Calpine directly, (h) the use of proceeds from the
above transactions including the anticipated repurchase of our zero-coupon
convertible debentures due 2021, and (i) the acquisition of the remaining 14% of
the voting stock of Michael Petroleum Corporation. The adjustments do not
reflect normal day-to-day operations. This table should be read in conjunction
with the consolidated financial statements and related notes thereto and the
unaudited consolidated condensed financial statements and related notes thereto
incorporated by reference in this prospectus. All non-dollar amounts are
translated into dollar amounts using recent exchange rates.

                                        4
<PAGE>

<Table>
<Caption>
                                                                SEPTEMBER 30, 2001
                                                            --------------------------
                                                              ACTUAL       AS ADJUSTED
                                                            -----------    -----------
                                                                   (UNAUDITED)
                                                                  (IN THOUSANDS,
                                                              EXCEPT SHARE AMOUNTS)
<S>                                                         <C>            <C>
SHORT-TERM DEBT:
Notes payable and borrowings under lines of credit,
  current portion.........................................  $     1,120    $     1,120
Project financing, current portion........................        1,626          1,626
Capital lease obligation, current portion.................        2,188          2,188
Zero-Coupon Convertible Debentures Due 2021...............    1,000,000             --
                                                            -----------    -----------
     Total short-term debt................................    1,004,934          4,934
LONG-TERM DEBT:
Notes payable and borrowings under lines of credit, net of
  current portion.........................................      206,120         71,120
Project financing, net of current portion.................    2,620,536      2,193,687
Convertible Senior Notes Due 2006.........................           --      1,200,000
Senior notes..............................................    6,300,040      7,057,290
Capital lease obligation, net of current portion..........      207,149        207,149
                                                            -----------    -----------
     Total long-term debt.................................    9,333,845     10,729,246
                                                            -----------    -----------
Company-obligated mandatorily redeemable convertible
  preferred securities of subsidiary trusts...............    1,122,846      1,122,846
Minority interests........................................       79,651         39,573
                                                            -----------    -----------
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value:
  10,000,000 shares authorized; one share outstanding,
  actual and as adjusted..................................           --             --
                                                            -----------    -----------
Common stock, $.001 par value:
  1,000,000,000 shares authorized; 305,159,897 shares
     outstanding, actual and as adjusted..................          305            305
Additional paid-in capital................................    2,018,760      2,018,760
Retained earnings.........................................    1,096,022      1,096,022
Accumulated other comprehensive loss......................     (223,160)      (223,160)
                                                            -----------    -----------
     Total stockholders' equity...........................    2,891,927      2,891,927
                                                            -----------    -----------
     Total capitalization.................................  $14,433,203    $14,788,526
                                                            ===========    ===========
</Table>

                                        5
<PAGE>

THE MARKET

     The power industry represents the third largest industry in the United
States, with an estimated end-user market of over $215 billion of electricity
sales in 2000 produced by an aggregate base of power generation facilities with
a capacity of approximately 860,000 megawatts. In response to increasing
customer demand for access to low-cost electricity and enhanced services, new
regulatory initiatives have been and are continuing to be adopted at both the
state and federal level to increase competition in the domestic power generation
industry. The power generation industry historically has been largely
characterized by electric utility monopolies producing electricity from old,
inefficient, high-cost generating facilities selling to a captive customer base.
Industry trends and regulatory initiatives have transformed the existing market
into a more competitive market where end-users purchase electricity from a
variety of suppliers, including non-utility generators, power marketers, public
utilities and others.

     There is a significant long-term need for additional power generating
capacity throughout the United States, both to satisfy increasing demand, as
well as to replace old and inefficient generating facilities. Due to
environmental and economic considerations, we believe this new capacity will be
provided predominantly by gas-fired facilities. We believe that these market
trends will create substantial opportunities for efficient, low-cost power
producers that can produce and sell energy to customers at competitive rates.

     In addition, as a result of a variety of factors, including deregulation of
the power generation market, utilities, independent power producers and
industrial companies are disposing of power generation facilities. To date,
numerous utilities have sold or announced their intentions to sell their power
generation facilities and have focused their resources on the transmission and
distribution business segments. Many independent producers are also seeking to
dispose of their plants in response to competitive pressures, and industrial
companies are selling their power plants to redeploy capital in their core
businesses.

STRATEGY

     Our strategy is to continue to capitalize on the significant opportunities
in the power market by completing our power plants that are currently under
construction and by continuing to develop and acquire additional plants when it
is economically advantageous for us to do so. In pursuing our strategy, we
utilize our management and technical knowledge to implement a fully integrated
approach to the acquisition, development, construction and operation of power
generation facilities. This approach uses our expertise in design, engineering,
procurement, finance, construction management, fuel and resource production,
acquisition, operations and power marketing, which we believe provides us with a
competitive advantage.

RECENT DEVELOPMENTS

     In addition to the recent developments described below, please see the
recent developments described in our Annual Report on Form 10-K for the year
ended December 31, 2000, as restated in our Form 8-K filed on September 10,
2001, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001,
June 30, 2001 and September 30, 2001, and our Current Reports on Form 8-K filed
on February 9, 2001, April 10, 2001, April 19, 2001, April 30, 2001, June 26,
2001, July 9, 2001, July 13, 2001, July 17, 2001, July 27, 2001, September 5,
2001, September 28, 2001, October 9, 2001, October 12, 2001, October 26, 2001,
November 13, 2001, December 3, 2001, December 7, 2001, December 13, 2001,
December 20, 2001, January 16, 2002 and January 17, 2002, each of which is
incorporated by reference in this prospectus.

2001 EARNINGS

     As a result of the nationwide economic slowdown, the industry experienced
lower industrial demand during 2001 which, along with unusually mild weather,
reduced prices for power. In light of these factors, we are revising our 2001
earnings (before deduction of non-recurring merger costs in connection with the
Encal pooling-of-interests transaction) expectations to approximately $1.95 per
share from the $2.00 to $2.05 per share guidance that we had previously
provided.
                                        6
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     On December 2, 2001, Enron Corp. filed for reorganization under Chapter 11
of the United States Bankruptcy Code. As previously reported, we had entered
into a master netting agreement with Enron on November 14, 2001, and had
decreased our trading activity with Enron for several months prior to its
bankruptcy filing. Based on legal analysis of our netting arrangements, we
believe that we have no net exposure to Enron.

     The Enron bankruptcy has created significant uncertainty in the power
generation sector. On December 14, 2001, Moody's Investors Service downgraded
our long-term debt from Baa3 (its lowest investment grade rating) to Ba1 (its
highest non-investment grade rating) after reviewing our near-term cashflow,
liquidity sources and financial flexibility. In addition, on December 19, 2001,
Fitch Inc. downgraded our long-term debt from BBB- (its lowest investment grade
rating) to BB+ (its highest non-investment grade rating). We remain on credit
watch with negative implications at Moody's and Fitch. Standard & Poor's has
affirmed our rating at BB+, unchanged from prior to the Enron bankruptcy. Many
other issuers in the power generation sector have also been downgraded by one or
more of the ratings agencies during this period. As described below, Calpine has
raised funds in both the capital markets and the bank credit market during this
period of uncertainty, confirming that Calpine has adequate liquidity and access
to capital to support its needs.

     In recognition of the uncertainty affecting the power generation market, we
are continuously evaluating all options available to us. We will continue to
communicate with the market as future developments warrant.

FINANCINGS

     On December 26, 2001, we completed an offering of $1 billion in aggregate
principal amount of 4% Convertible Senior Notes Due 2006 issued directly by
Calpine. On each of December 31, 2001 and January 3, 2002 we completed related
offerings of $100 million in aggregate principal amount of these Convertible
Senior Notes, both issuances being pursuant to partial exercises of a $200
million option to purchase additional Convertible Senior Notes granted to the
initial purchaser. As a result of these additional closings, the initial
purchaser's option was exercised in full and an aggregate principal amount of
$1.2 billion of 4% Convertible Senior Notes was issued by Calpine. Proceeds from
these offerings will be used to retire our zero-coupon convertible debentures
due April 30, 2021, either in open-market purchases, negotiated transactions or
upon exercise by holders of a put option in April 2002, and for general
corporate purposes.

     On October 16, 2001, we completed US dollar offerings of $530 million in
aggregate principal amount of Senior Notes Due 2008 issued by Energy Finance and
guaranteed by Calpine and of $850 million in aggregate principal amount of
Senior Notes Due 2011 issued by Calpine directly. On October 18, 2001, we
completed an offering of C$200 million in aggregate principal amount of Senior
Notes Due 2007 issued by Energy Finance and guaranteed by Calpine, and completed
offerings of L200 million in aggregate principal amount of Senior Notes Due 2011
and E175 million in aggregate principal amount of Senior Notes Due 2008 issued
by Energy Finance II ULC and guaranteed by Calpine. Proceeds from these
offerings were used to refinance existing bridge loan financings incurred to
fund recently completed transactions, finance the development and construction
of additional power generation facilities and for working capital and general
corporate purposes. On October 18, 2001, we also completed an offering of $654.5
million in principal of pass through lease certificates relating to certain
sale/leaseback transactions. Proceeds from these offerings were used to
refinance outstanding borrowings under our construction loan facilities, certain
project-specific debt and other indebtedness and for working capital and general
corporate purposes.

ACQUISITIONS

     On November 6, 2001, we acquired Bechtel Enterprises Holdings, Inc.'s 50%
interest in the Delta Energy Center, the Metcalf Energy Center and the Russell
City Energy Center for approximately $154 million and the assumption of
approximately $141 million of debt.
                                        7
<PAGE>

     On October 22, 2001, we acquired the remaining 14% of the voting stock of
Michael Petroleum Corporation for approximately $41.9 million.

WORKING CAPITAL CREDIT FACILITY

     In January 2002, we received commitment letters from our lenders for an
additional $1 billion unsecured working capital credit facility. The new
one-year facility, which we expect to close by the end of January, will enable
Calpine to borrow up to $350 million and will provide us with up to $1 billion
of letter of credit capacity. The banks in the new credit facility are The Bank
of Nova Scotia, Bank of America, Bayerische Landesbank Girozentrale, Citibank,
Credit Suisse First Boston, Deutsche Bank and The Toronto-Dominion Bank. Added
to our existing $400 million working capital credit facility, which expires on
May 24, 2003, upon closing of the new credit facility, Calpine will have access
to up to $750 million in borrowing capacity and up to $1.4 billion of letter of
credit capacity.

CALIFORNIA POWER MARKET

     The deregulation of the California power market produced significant
unanticipated results in the past year and a half. The deregulation froze the
rates that utilities can charge their retail and business customers in
California, until recent rate increases approved by the California Public
Utilities Commission ("CPUC"), and prohibited the utilities from buying power on
a forward basis, while wholesale power prices were not subjected to limits.

     In the past year and a half, a series of factors reduced the supply of
power to California, which resulted in wholesale power prices that were at times
significantly higher than historical levels. Several factors contributed to this
increase, including:

     - significantly increased volatility in prices and supplies of natural gas;

     - an unusually dry fall and winter in the Pacific Northwest during 2000,
       which reduced the amount of available hydroelectric power from that
       region (typically, California imports a portion of its power from this
       source);

     - the large number of power generating facilities in California nearing the
       end of their useful lives, resulting in increased downtime (either for
       repairs or because they have exhausted their air pollution credits and
       replacement credits have become too costly to acquire on the secondary
       market); and

     - continued obstacles to new power plant construction in California, which
       deprived the market of new power sources that could have, in part,
       ameliorated the adverse effects of the foregoing factors.

     As a result of this situation, two major California utilities that are
subject to the retail rate freeze, including Pacific Gas & Electric Company
("PG&E"), faced wholesale prices that far exceeded the retail prices they were
permitted to charge. This led to significant under-recovery of costs by these
utilities. As a consequence, these utilities have defaulted under a variety of
contractual obligations, including payment obligations to power generators. PG&E
has defaulted on payment obligations to Calpine under our long-term qualifying
facility ("QF") contracts, which are subject to federal regulation under the
Public Utility Regulatory Policies Act of 1978, as amended ("PURPA"). The PG&E
QF contracts are in place at 11 of our facilities and represent nearly 600
megawatts of electricity for Northern California customers.

PG&E BANKRUPTCY PROCEEDINGS

     On April 6, 2001, PG&E filed for bankruptcy protection under Chapter 11 of
the United States Bankruptcy Code. As of April 6, 2001, we had recorded
approximately $265.6 million in accounts receivable with PG&E under our QF
contracts, plus a $68.7 million note receivable not yet due and payable. We are
currently selling power to PG&E pursuant to our long-term QF contracts, and PG&E
is paying on a current basis for these purchases. On December 6, 2001, Calpine
and PG&E entered into an agreement whereby PG&E agreed to pay all of its
outstanding payables owed under its QF contracts for

                                        8
<PAGE>

power deliveries made by Calpine to PG&E during the period from December 1, 2000
through April 6, 2001 (the period during which the $265.6 million in accounts
receivable noted above was accrued). Pursuant to this agreement, beginning
December 31, 2001, PG&E will pay us monthly principal and interest payments
until the earlier of November 30, 2002, or the date when PG&E's plan of
reorganization becomes effective. The bankruptcy court approved this agreement
on December 21, 2001. We sold this receivable on December 31, 2001 for 96.125%
of its face value.

CPUC PROCEEDINGS REGARDING QF CONTRACT PRICING

     Our QF contracts with PG&E provide that the CPUC has the authority to
determine the appropriate utility "avoided cost" to be used to set energy
payments for certain QF contracts, including those for all of our QF plants in
California which sell power to PG&E. Section 390 of the California Public
Utility Code provided QFs the option to elect to receive energy payments based
on the California Power Exchange ("PX") market clearing price. In mid-2000, our
QF facilities elected this option and were paid based upon the PX zonal day
ahead clearing price ("PX Price") from summer 2000 until January 19, 2001, when
the PX ceased operating a day ahead market. Since that time, the CPUC has
ordered that the price to be paid for energy deliveries by QFs electing the PX
Price shall be based on a natural gas cost-based "transition formula." The CPUC
has conducted proceedings (R.99-11-022) to determine whether the PX Price was
the appropriate price for the energy component upon which to base payments to
QFs which had elected the PX based pricing option. The CPUC has issued a
proposed decision to the effect that the PX price was the appropriate price for
energy payments under the California Public Utility Code. However, a final
decision has not been issued to date. Therefore, it is possible that the CPUC
could order a payment adjustment based on a different energy price
determination. We believe that the PX Price was the appropriate price for energy
payments but there can be no assurance that this will be the outcome of the CPUC
proceedings.

     On March 28, 2001, the CPUC issued an order (Decision 01-03-067) (the
"March 2001 Decision") proposing to change, on a prospective basis, the
composition of the short run avoided cost ("SRAC") energy price formula, which
is reset monthly, used by the California utilities in QF contracts. Prior to the
March 2001 Decision, CPUC regulations calculated SRAC based on 50% Topock and
50% Malin border gas indices. In the March 2001 Decision, the CPUC changed this
formulation to eliminate the prices at Topock from the SRAC formula. The March
2001 Decision is subject to challenges at the CPUC and the Federal Energy
Regulatory Commission ("FERC").

     On June 14, 2001, however, the CPUC issued an order (Decision 01-06-015)
(the "June 2001 Decision") that authorized the California utilities, including
PG&E, to amend QF contracts to elect a fixed energy price component that
averages 5.37 cents per kilowatt-hour for a five-year term under those contracts
in lieu of using the SRAC energy price formula. By this order, the CPUC
authorized the QF contract energy price amendments without further CPUC
concurrence. As part of the agreement we entered into with PG&E pursuant to
which PG&E agreed to assume its QF contracts with us in bankruptcy, PG&E agreed
with us to amend these contracts to adopt the fixed price component that
averages 5.37 cents pursuant to the June 2001 Decision. This election became
effective as of July 16, 2001. As a result of the June 2001 Decision and our
agreement with PG&E to amend the QF contracts to adopt the fixed price energy
component, the energy price component in our QF contracts is now fixed for five
years and we are no longer subject to any uncertainty that may have existed with
respect to this component of our QF contract pricing as a result of the March
2001 Decision.

CALIFORNIA LONG-TERM SUPPLY CONTRACTS

     California has adopted legislation permitting it to issue long-term revenue
bonds to provide funding for wholesale purchases of power. The bonds will be
repaid with the proceeds of payments by retail customers over time. The
California Department of Water Resources ("DWR") sought bids for long-term power
supply contracts in a publicly announced auction. We successfully bid in that
auction, and signed several long-term power supply contracts with DWR.

                                        9
<PAGE>

     On February 7, 2001, we announced the signing of a 10-year, $4.6 billion
fixed-price contract with DWR to provide electricity to the State of California.
We committed to sell up to 1,000 megawatts of electricity, with initial
deliveries of 200 megawatts starting October 1, 2001, which increases to 1,000
megawatts by January 1, 2004. The electricity will be sold directly to DWR on a
24-hour, 7-day-a-week basis.

     On February 28, 2001, we announced the signing of two long-term power sales
contracts with DWR. Under the terms of the first contract, a $5.2 billion,
10-year, fixed-price contract, we committed to sell up to 1,000 megawatts of
generation. Initial deliveries began July 1, 2001 with 200 megawatts and
increase to 1,000 megawatts by as early as July 2002. Under the terms of the
second contract, a 20-year contract totaling up to $3.1 billion, we will supply
DWR with up to 495 megawatts of peaking generation, beginning with 90 megawatts
in 2002.

     As previously reported, we recently met with representatives of the State
of California, DWR, the CPUC and their advisors to discuss the status of these
contracts. All parties agree that these contracts are enforceable as written.
However, we are always willing to discuss with our customers proposals to
restructure or otherwise modify existing contracts to address concerns of our
customers if we can do so without adversely affecting our interests. These
discussions are ongoing, and it would be premature to attempt to predict an
outcome at this time.

FERC INVESTIGATION INTO CALIFORNIA WHOLESALE MARKETS

     In August 2000, FERC initiated an investigation of the California power
markets. In November 2000, FERC found that the California power market structure
and market rules were seriously flawed, and that these flaws, together with
short supply relative to demand, resulted in unusually high energy prices. FERC
proposed specific remedies to the identified market flaws that included the
potential refund of rates charged for service determined by FERC not to be just
and reasonable.

     Through a series of orders most recently culminating in its order of
December 19, 2001, FERC has prescribed a methodology for determining potential
refunds in the California wholesale electric markets. The key elements of this
methodology are:

     - the refund period runs from October 2, 2000 through June 19, 2001.

     - the only sales subject to price mitigation and potential refund are spot
       market transactions (sales entered into 24 hours or less in advance of
       the delivery of power).

     - the methodology for determining refunds is based upon the costs
       associated with the least efficient generating unit needed to meet system
       requirements during any relevant pricing interval.

     - any refunds calculated under this methodology are to be offset by amounts
       owed to the seller from various entities purchasing power in California.

     - actual application of the methodology and calculations of any refunds
       remain subject to ongoing proceedings before the FERC which are scheduled
       to conclude during the latter half of 2002.

     The scope of the ongoing FERC investigation is limited to spot market sales
made to the ISO and PX during the October 2, 2000 to June 19, 2001 time period
and so Calpine's forward long-term contracts (including its QF contracts) are
not subject to this investigation. Due to the ongoing nature of this
investigation and ambiguities concerning how the refund methodology is to be
applied, it is not possible at this time to predict the amount of any potential
refunds that Calpine ultimately may be required to pay. However, based on the
information available at this time, we do not believe that the proceeding will
result in a material adverse effect on our financial conditions or results of
operations. It also should be noted that all of FERC orders issued in these
proceedings to date are subject to judicial review sought by various parties.
The outcome of these judicial proceedings cannot be determined at this time.

     In addition to its orders concerning the refund methodology, the FERC on
June 19, 2001 ordered price mitigation in 11 states in the western United States
in an attempt to reduce the dependence of the

                                        10
<PAGE>

California market on the spot markets in favor of longer-term committed energy
supplies. The order provides for price mitigation in the spot market throughout
the 11-state western region during "reserve deficiency hours," which is when
operating reserves in California fall below 7%. This price will be a single
market clearing price based upon the marginal operating costs of the last unit
dispatched by the California ISO. In addition, FERC implemented price mitigation
in non-reserve deficiency hours, which will be set at 85% of the market clearing
price during the last reserve deficiency period. These price mitigation
procedures went into effect on June 20, 2001 and will remain in effect until
September 30, 2002. In its order of December 19, 2001, FERC modified this plan
in certain respects, including the establishment of a higher market clearing
price for the winter season ending on May 1, 2002. Various parties have sought
judicial review of the price mitigation plan. The outcome of these judicial
proceedings cannot be determined at this time.

     The retention by FERC of a market-based, rather than a
cost-of-service-based, rate structure, will enable Calpine to continue to
realize benefits from our efficient, modern power plants. We believe that
Calpine's marginal costs will continue to be below any price cap imposed by
FERC, whether during reserve deficiency hours or at other times. Therefore, we
believe that FERC's mitigation plan will not have a material adverse effect on
our financial condition or results of operations.

LITIGATION

     On December 17, 2001, we were notified that a derivative lawsuit had been
filed in the Superior Court of Santa Clara County in California against Calpine
and its directors and a senior executive officer. The complaint alleges, among
other things, that Calpine made materially inaccurate statements and that
certain directors and the named officer sold shares of Calpine common stock
while in possession of material nonpublic information. We believe that this
lawsuit is wholly without merit and intend to contest it vigorously.

PRINCIPAL EXECUTIVE OFFICES

     Calpine's principal executive offices are located at 50 West San Fernando
Street, San Jose, California 95113. Our telephone number is (408) 995-5115, and
our home page on the world wide web is at http://www.calpine.com. The contents
of our website are not part of this prospectus.

                                        11
<PAGE>

                     CALPINE CANADA ENERGY FINANCE ULC AND
                      CALPINE CANADA ENERGY FINANCE II ULC

     Energy Finance is an unlimited liability company organized in March 2001
under the laws of Nova Scotia, Canada. Energy Finance II is an unlimited
liability company organized in July 2001 under the laws of Nova Scotia, Canada.
Energy Finance's direct parent company is Quintana Canada Holdings, LLC, a
Delaware limited liability company. Energy Finance II's direct parent company is
Calpine Canada Resources Ltd., an Alberta, Canada corporation.

     Energy Finance and Energy Finance II are both indirect, wholly-owned
special purpose finance subsidiaries of Calpine that engage in financing
activities to raise funds for the business operations of Calpine and its
subsidiaries. They will each issue debt securities and warrants to purchase debt
securities. Their debt securities will be fully and unconditionally guaranteed
by Calpine.

     For the reasons set forth under the caption "About this Prospectus," we are
not required to include separate financial statements of Energy Finance or
Energy Finance II in this prospectus and neither entity is subject to the
information reporting requirements of the Securities Exchange Act.

     The registered office of each of Energy Finance and Energy Finance II is
Suite 800, Purdy's Wharf, Tower 1, 1959 Upper Water Street, P.O. Box 997,
Halifax, Nova Scotia B3J 3N2, and their telephone number at that address is
(902) 420-3335.

                                        12
<PAGE>

              CALPINE CAPITAL TRUST IV AND CALPINE CAPITAL TRUST V

     Each of Trust IV and Trust V is a Delaware business trust created under the
Delaware Business Trust Act. Each of the trusts will be governed by a
declaration of trust (as it may be amended and restated from time to time) among
the trustees of each trust and Calpine. Each declaration will be qualified under
the Trust Indenture Act of 1939.

     For the reasons set forth under the caption "About this Prospectus," we are
not required to include separate financial statements of Trust IV or Trust V in
this prospectus and neither entity is subject to the information reporting
requirements of the Securities Exchange Act.

     Each of the trusts will exist primarily for the purposes of (i) issuing its
trust preferred and trust common securities; (ii) investing the proceeds from
the sale of its securities in Calpine's debt securities; and (iii) engaging in
only such other activities as are necessary or incidental to issuing its
securities and purchasing and holding Calpine's debt securities.

     When a trust issues its trust preferred securities, you and the other
holders of the trust preferred securities will own all of the issued and
outstanding trust preferred securities of the trust. Calpine will acquire all of
the issued and outstanding trust common securities of each trust, representing
an undivided beneficial interest in the assets of each trust of at least 3%.
Wilmington Trust Company, acting in its capacity as guarantee trustee, will hold
for your benefit a trust preferred securities guarantee issued by Calpine, which
will be separately qualified under the Trust Indenture Act of 1939.

     Each of the trusts will initially have three trustees. One of the trustees
will be an individual who is an officer or employee of Calpine. The second
trustee will be Wilmington Trust Company, which will serve as the property
trustee under the declaration of trust for purposes of the Trust Indenture Act
of 1939. The third trustee will be Wilmington Trust Company, which will serve as
Delaware trustee and has its principal place of business in the State of
Delaware.

     Unless otherwise provided in the applicable prospectus supplement, because
Calpine will own all of the trust common securities of each trust, Calpine will
have the exclusive right to appoint, remove or replace trustees and to increase
or decrease the number of trustees. In most cases, there will be at least three
trustees. The term of a trust will be described in the applicable prospectus
supplement, but may dissolve earlier as provided in the applicable declaration
of trust.

     The rights of the holders of the trust preferred securities of a trust,
including economic rights, rights to information and voting rights, and the
duties and obligations of the trustees of a trust, will be contained in and
governed by the declaration of trust of that trust (as it may be amended and
restated from time to time), the Delaware Business Trust Act and the Trust
Indenture Act of 1939.

     The address of each trust is 50 West San Fernando Street, San Jose,
California 95113, and the telephone number of each trust at that address is
(408) 995-5115.

                                        13
<PAGE>

                                  RISK FACTORS

     Investing in our securities involves risk. Please see the risk factors
described in our Annual Report on Form 10-K for the year ended December 31,
2000, as restated in our Current Report on Form 8-K filed on September 10, 2001,
and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001,
June 30, 2001 and September 30, 2001, each of which are incorporated by
reference in this prospectus. Before making an investment decision, you should
carefully consider these risks as well as other information contained or
incorporated by reference in this prospectus. The risks and uncertainties
described are not the only ones facing us. Additional risks and uncertainties
not presently known to us or that we currently deem immaterial may also impair
our respective business operations.

                      WHERE YOU CAN FIND MORE INFORMATION;
                      DOCUMENTS INCORPORATED BY REFERENCE

     Calpine files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may obtain any document we file with the SEC
at the SEC's public reference room in Washington, D.C., Chicago, Illinois and
New York, New York. You may obtain information on the operation of the SEC's
public reference facilities by calling the SEC at 1-800-SEC-0330. You can
request copies of these documents, upon payment of a duplicating fee, by writing
to the SEC at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549-1004. Our SEC filings are also accessible through the Internet at the
SEC's website at http://www.sec.gov.

     None of Energy Finance, Energy Finance II, Trust IV or Trust V is currently
subject to the information reporting requirements of the Securities Exchange
Act, for the reasons set forth under the caption "About this Prospectus."

     The SEC permits us to "incorporate by reference" into this prospectus the
information in documents we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
prospectus and later information that we file with the SEC will automatically
update and supersede this information. This prospectus incorporates by
reference:

     - Calpine's Annual Report on Form 10-K for the year ended December 31,
       2000, as restated in its Form 8-K filed on September 10, 2001;

     - Calpine's Quarterly Reports on Form 10-Q for the quarters ended March 31,
       2001, June 30, 2001 and September 30, 2001;

     - Calpine's Current Reports on Form 8-K filed on February 9, 2001, April
       10, 2001, April 19, 2001, April 30, 2001, June 26, 2001, July 9, 2001,
       July 13, 2001, July 17, 2001, July 27, 2001, September 5, 2001, September
       28, 2001, October 9, 2001, October 12, 2001, October 26, 2001, November
       13, 2001, December 3, 2001, December 7, 2001, December 13, 2001, December
       20, 2001, January 16, 2002 and January 17, 2002; and

     - the description of Calpine's common stock contained in Calpine's
       Registration Statement on Form 8-A/A (File No. 001-12079), filed with the
       SEC on September 28, 2001.

     This prospectus also incorporates by reference any future filings we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act until we sell all of the securities being registered or until this offering
is otherwise terminated.

     If you request a copy of any or all of the documents incorporated by
reference, then we will send to you the copies you requested at no charge.
However, we will not send exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents. You should direct
requests for such copies either by writing to Calpine Corporation, 50 West San
Fernando Street, San Jose, California 95113, attention: Lisa M. Bodensteiner,
Assistant Secretary, or by telephoning (408) 995-5115.

                                        14
<PAGE>

     We have filed with the SEC a joint registration statement on Form S-3 under
the Securities Act of 1933, as amended (the "Securities Act"), covering the
securities described in this prospectus. This prospectus does not contain all of
the information included in the registration statement. Any statement made in
this prospectus concerning the contents of any contract, agreement or other
document is only a summary of the actual contract, agreement or other document.
If we have filed any contract, agreement or other document as an exhibit to the
registration statement, you should read the exhibit for a more complete
understanding of the document or matter involved. Each statement regarding a
contract, agreement or other document is qualified in its entirety by reference
to the actual document. Copies of documents described herein are available free
of charge upon request as provided in the preceding paragraph.

                                        15
<PAGE>

                           FORWARD-LOOKING STATEMENTS

     Some of the statements contained in this prospectus or any prospectus
supplement and incorporated by reference into this prospectus or any prospectus
supplement are forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act and are
subject to the safe harbor created by the Private Securities Litigation Reform
Act of 1995. These statements include declarations regarding our respective, or
our respective management's, intents, beliefs or current expectations. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue" or the negative of such terms or other
comparable terminology. Any forward-looking statements are not guarantees of
future performance and actual results could differ materially from those
indicated by the forward-looking statements. Forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause our
respective, or our respective industry's, actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such
forward-looking statements.

     Among the important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements are the
following:

     - the timing and extent of deregulation of energy markets and the rules and
       regulations adopted on a transitional basis with respect thereto;

     - the timing and extent of changes in commodity prices for energy,
       particularly natural gas and electricity;

     - commercial operations of new plants that may be delayed or prevented
       because of various development and construction risks, such as a failure
       to obtain the necessary permits to operate, the failure of third-party
       contractors to perform their contractual obligations or the failure to
       obtain financing on acceptable terms;

     - unseasonable weather patterns that produce reduced demand for power;

     - systemic economic slowdowns, which can adversely affect consumption of
       power by businesses and consumers;

     - cost estimates are preliminary and actual costs may be higher than
       estimated;

     - a competitor's development of lower-cost generating gas-fired power
       plants;

     - risks associated with marketing and selling power from power plants in
       the newly-competitive energy market;

     - risks associated with engineering, designing, manufacturing, marketing
       and selling combustion turbine parts and components;

     - delivery and performance risks associated with combustion turbine parts
       and components attributable to production, quality control, suppliers and
       transportation;

     - the successful exploitation of an oil or gas resource that ultimately
       depends upon the geology of the resource, the total amount and costs to
       develop recoverable reserves and operations factors relating to the
       extraction of natural gas; and

     - other risks identified from time to time in our reports and registration
       statements filed with the SEC, including the risk factors identified in
       our Annual Report on Form 10-K for the year ended December 31, 2000, as
       restated in our Current Report on Form 8-K filed on September 10, 2001,
       and our Quarterly Reports on Form 10-Q for the quarters ended March 31,
       2001, June 30, 2001 and September 30, 2001, each of which is incorporated
       by reference in this prospectus.

     Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we

                                        16
<PAGE>

nor any other person assumes responsibility for the accuracy and completeness of
such statements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform such statements to
actual results.

            CALPINE CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth Calpine's consolidated ratio of earnings to
fixed charges for the indicated periods.

<Table>
<Caption>
       YEAR ENDED DECEMBER 31,          NINE MONTHS ENDED
-------------------------------------     SEPTEMBER 30,
1996    1997    1998    1999    2000          2001
-----   -----   -----   -----   -----   -----------------
<S>     <C>     <C>     <C>     <C>     <C>
1.30x.. 1.68x   1.52x   1.83x   2.26x         1.96x
</Table>

     For purposes of computing our consolidated ratio of earnings to fixed
charges, earnings consist of pretax income before adjustment for minority
interests in its consolidated subsidiaries or income or loss from equity
investees plus fixed charges, amortization of capitalized interest and
distributed income of equity investees, reduced by interest capitalized and the
minority interest in pretax income of subsidiaries that have not incurred fixed
charges. Fixed charges consist of interest expensed and capitalized (including
amortized premiums, discounts and capitalized expenses related to indebtedness),
an estimate of the interest within rental expense and the distributions on the
HIGH TIDES(SM).

                                USE OF PROCEEDS

     Unless otherwise specified in a prospectus supplement accompanying this
prospectus, we will add the net proceeds from the sale of the securities to
which this prospectus and the prospectus supplement relate to our general funds,
which we will use, directly or indirectly, for financing power projects under
development or construction, working capital, general corporate purposes and any
other purpose specified in a prospectus supplement. We may conduct concurrent or
additional financings at any time. The net proceeds from the sale of debt
securities by Energy Finance or Energy Finance II to which this prospectus
relates will be lent to us or our affiliates by Energy Finance or Energy Finance
II, as applicable, pursuant to one or more intercompany loans. The net proceeds
from the sale of trust preferred securities and trust common securities by Trust
IV and Trust V to which this prospectus relates will be used to purchase our
debt securities, and, unless otherwise specified in a prospectus supplement
accompanying this prospectus, we will add the net proceeds from the sale of such
debt securities to our general funds, which we will use, directly or indirectly,
for financing power projects under development or construction, working capital,
general corporate purposes and any other purpose specified in a prospectus
supplement.

                              PLAN OF DISTRIBUTION

     We may sell the securities offered through this prospectus in and outside
the United States (i) to or through underwriters or dealers, (ii) directly to
purchasers, including our affiliates, (iii) through agents, or (iv) through a
combination of any these methods. The securities may be distributed at a fixed
price or prices, which may be changed, market prices prevailing at the time of
sale, prices related to the prevailing market prices, or negotiated prices. The
prospectus supplement will include the following information:

     - the terms of the offering;

     - the names of any underwriters or agents;

     - the name or names of any managing underwriter or underwriters;

     - the purchase price of the securities;

     - the net proceeds from the sale of the securities;

     - any delayed delivery arrangements;
                                        17
<PAGE>

     - any underwriting discounts, commissions and other items constituting
       underwriters' compensation;

     - any initial public offering price;

     - any discounts or concessions allowed or reallowed or paid to dealers; and

     - any commissions paid to agents.

SALE THROUGH UNDERWRITERS OR DEALERS

     If underwriters are used in the sale, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated
transactions. Underwriters may offer securities to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more firms acting as underwriters. Unless otherwise indicated
in the prospectus supplement, the obligations of the underwriters to purchase
the securities will be subject to certain conditions, and the underwriters will
be obligated to purchase all the offered securities if they purchase any of
them. The underwriters may change from time to time any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers.

     If dealers are used in the sale of securities offered through this
prospectus, we will sell the securities to them as principals. They may then
resell those securities to the public at varying prices determined by the
dealers at the time of resale. The prospectus supplement will include the names
of the dealers and the terms of the transaction.

DIRECT SALES AND SALES THROUGH AGENTS

     We may sell the securities offered through this prospectus directly. In
this case, no underwriters or agents would be involved. Such securities may also
be sold through agents designated from time to time. The prospectus supplement
will name any agent involved in the offer or sale of the offered securities and
will describe any commissions payable to the agent. Unless otherwise indicated
in the prospectus supplement, any agent will agree to use its reasonable best
efforts to solicit purchases for the period of its appointment.

     We may sell the securities directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the Securities Act
with respect to any sale of those securities. The terms of any such sales will
be described in the prospectus supplement.

DELAYED DELIVERY CONTRACTS

     If the prospectus supplement indicates, we may authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to
purchase securities at the public offering price under delayed delivery
contracts. These contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those conditions
described in the prospectus supplement. The applicable prospectus supplement
will describe the commission payable for solicitation of those contracts.

MARKET MAKING, STABILIZATION AND OTHER TRANSACTIONS

     Unless the applicable prospectus supplement states otherwise, each series
of offered securities will be a new issue and will have no established trading
market. We may elect to list any series of offered securities on an exchange.
Any underwriters that we use in the sale of offered securities may make a market
in such securities, but may discontinue such market making at any time without
notice. Therefore, we cannot assure you that the securities will have a liquid
trading market.

     Any underwriter may also engage in stabilizing transactions, syndicate
covering transactions and penalty bids in accordance with Rule 104 under the
Securities Exchange Act. Stabilizing transactions involve bids to purchase the
underlying security in the open market for the purpose of pegging, fixing or
                                        18
<PAGE>

maintaining the price of the securities. Syndicate covering transactions involve
purchases of the securities in the open market after the distribution has been
completed in order to cover syndicate short positions.

     Penalty bids permit the underwriters to reclaim a selling concession from a
syndicate member when the securities originally sold by the syndicate member are
purchased in a syndicate covering transaction to cover syndicate short
positions. Stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the securities to be higher than it would be in the
absence of the transactions. The underwriters may, if they commence these
transactions, discontinue them at any time.

GENERAL INFORMATION

     Agents, underwriters, and dealers may be entitled, under agreements entered
into with us, to indemnification by Calpine and, if applicable, Energy Finance,
Energy Finance II, Trust IV or Trust V, against certain liabilities, including
liabilities under the Securities Act. Our agents, underwriters, and dealers, or
their affiliates, may be customers of, engage in transactions with or perform
services for us, in the ordinary course of business.

                                        19
<PAGE>

                          DESCRIPTION OF CAPITAL STOCK

     Calpine's authorized capital stock consists of 1,000,000,000 shares of
common stock, $.001 par value, and 10,000,000 shares of preferred stock, $.001
par value. The following summary is qualified in its entirety by the provisions
of Calpine's amended and restated certificate of incorporation and by-laws,
which have been incorporated by reference as exhibits to the registration
statement of which this prospectus is a part. The information provided below
reflects the 2 for 1 split of Calpine's common stock that became effective on
October 7, 1999, the 2 for 1 split of Calpine's common stock that became
effective on June 8, 2000 and the 2 for 1 split of Calpine's common stock that
became effective on November 14, 2000.

COMMON STOCK

     The holders of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Subject to preferences that may be
applicable to any outstanding preferred stock, the holders of common stock are
entitled to receive ratably such dividends, if any, as may be declared from time
to time by the board of directors out of legally available funds. See
"-- Dividend Policy," below. In the event of Calpine's liquidation, dissolution
or winding up, the holders of common stock are entitled to share ratably in all
assets remaining after payment of liabilities, subject to prior liquidation
rights of preferred stock, if any, then outstanding. The common stock has no
preemptive or conversion rights or other subscription rights. There are no
redemption or sinking fund provisions applicable to the common stock. Pursuant
to a rights agreement entered into in June 1997, as amended, Calpine's shares of
common stock outstanding prior to the occurrence of events specified in the
rights agreement have certain preferred share purchase rights, which are set
forth in more detail in the rights agreement incorporated by reference as an
exhibit to the registration statement of which this prospectus is a part. See
"-- Anti-Takeover Effects of Provisions of the Certificate of Incorporation,
Bylaws, Rights Plan and Delaware Law -- Rights Plan," below.

PRICE RANGE OF COMMON STOCK

     Calpine's common stock is traded on the New York Stock Exchange (the
"NYSE") under the symbol "CPN." Public trading of the common stock commenced on
September 20, 1996. Prior to that, there was no public market for the common
stock. The following table sets forth, for the periods indicated, the high and
low sale price per share of the common stock on the NYSE.

<Table>
<Caption>
                                                            HIGH        LOW
                                                           -------    -------
<S>                                                        <C>        <C>
1999
  First Quarter..........................................  $  4.67    $  3.16
  Second Quarter.........................................     7.38       4.39
  Third Quarter..........................................    11.97       6.85
  Fourth Quarter.........................................    16.38      10.63
2000
  First Quarter..........................................  $ 30.75    $ 16.09
  Second Quarter.........................................    35.22      18.13
  Third Quarter..........................................    52.25      32.25
  Fourth Quarter.........................................    52.97      32.25
2001
  First Quarter..........................................  $ 58.04    $ 29.00
  Second Quarter.........................................    57.35      36.20
  Third Quarter..........................................    46.00      18.90
  Fourth Quarter.........................................    28.85      10.00
2002
  First Quarter (through January 14, 2002)...............  $ 17.28    $ 13.01
</Table>

     As of January 14, 2002, there were approximately 1,148 holders of record of
our common stock. On January 14, 2002, the last sale price reported on the NYSE
for our common stock was $14.61 per share.

                                        20
<PAGE>

DIVIDEND POLICY

     We do not anticipate paying any cash dividends on Calpine's common stock in
the foreseeable future because we intend to retain our earnings to finance the
expansion of our business and for general corporate purposes. In addition, our
ability to pay cash dividends is restricted under certain of our indentures and
our other debt agreements. Future cash dividends, if any, will be at the
discretion of our board of directors and will depend upon, among other things,
our future operations and earnings, capital requirements, general financial
condition, contractual restrictions and such other factors as the board of
directors may deem relevant.

PREFERRED STOCK

     The following description of preferred stock and the description of the
terms of a particular series of preferred stock that will be set forth in the
related prospectus supplement are not complete. These descriptions are qualified
in their entirety by reference to the certificate of designation relating to
that series. The rights, preferences, privileges and restrictions of the
preferred stock of each series will be fixed by the certificate of designation
relating to that series that will be filed as an amendment to this registration
statement at the time such series of preferred stock is offered. The prospectus
supplement will also contain a description of certain United States federal
income tax consequences relating to the purchase and ownership of the series of
preferred stock that is described in the prospectus supplement.

     As of January 14, 2002, there was one share of Calpine's preferred stock
outstanding. Our board of directors has the authority, without further vote or
action by the stockholders, to issue from time to time up to 10,000,000 shares
of preferred stock in one or more series, and to fix the rights, preferences,
privileges, qualifications, limitations and restrictions granted to or imposed
upon any wholly unissued shares of undesignated preferred stock, including
without limitation dividend rights, if any, voting rights, if any, and
liquidation and conversion rights, if any. The board of directors has the
authority to fix the number of shares constituting any series and the
designations of such series without any further vote or action by the
stockholders. The board of directors, without stockholder approval, can issue
preferred stock with voting and conversion rights which could adversely affect
the voting power of the holders of common stock. The issuance of preferred stock
may have the effect of delaying, deferring or preventing a change in control of
Calpine, or could delay or prevent a transaction that might otherwise give
Calpine's stockholders an opportunity to realize a premium over the then
prevailing market price of the common stock.

     Calpine's board of directors has authorized the issuance of up to 1,000,000
shares of Series A Participating Preferred Stock, par value $.001 per share,
pursuant to a rights plan adopted by Calpine's board of directors on June 5,
1997, which was amended on September 19, 2001. As of January 14, 2002, no shares
of Calpine's participating preferred stock were outstanding. A description of
the rights plan and the participating preferred stock is set forth under
"-- Anti-Takeover Effects of Provisions of the Certificate of Incorporation,
Bylaws and Delaware Law -- Rights Plan," below.

     In connection with the business combination with Encal, a series of
preferred stock of Calpine, consisting of one share, was designated as special
voting preferred stock, having a par value of $.001 and a liquidation preference
of $.001. Except as otherwise required by law or Calpine's certificate of
incorporation, the one share of special voting preferred stock possesses a
number of votes for the election of directors and on all other matters submitted
to a vote of Calpine's stockholders equal to the number of outstanding
exchangeable shares issued by Calpine's wholly-owned subsidiary from time to
time and not owned by Calpine or any entity controlled by Calpine. The holders
of Calpine common stock and the holder of the share of special voting preferred
stock will vote together as a single class on all matters on which holders of
Calpine's common stock are eligible to vote. In the event of Calpine's
liquidation, dissolution or winding-up, all outstanding exchangeable shares will
automatically be exchanged for shares of Calpine's common stock, and the holder
of the special voting preferred stock will not be entitled to receive any assets
available for distribution to Calpine's stockholders. The holder of the share of
special voting preferred stock will not be entitled to receive dividends. The
share of special voting preferred stock was issued to a Canadian trust company,
as trustee under a voting and exchange trust agreement among

                                        21
<PAGE>

us, Calpine Canada Holdings Ltd. and the trustee. At such time as the one share
of special voting preferred stock has no votes attached to it because there are
no exchangeable shares outstanding not owned by us or an entity controlled by
us, the share of special voting preferred stock will be canceled.

     A prospectus supplement with respect to the issuance of a series of
preferred stock will specify:

     - the maximum number of shares;

     - the designation of the shares;

     - the annual dividend rate, if any, whether the dividend rate is fixed or
       variable, whether the series of preferred stock will be issued with
       original issue discount and, if so, the computed dividend rate thereon,
       the date dividends will accrue, the dividend payment dates, and whether
       dividends will be cumulative;

     - the price and the terms and conditions for redemption, if any, including
       redemption at our option or at the option of the holders, including the
       time period for redemption, and any accumulated dividends or premiums;

     - the liquidation preference, if any, and any accumulated dividends upon
       the liquidation, dissolution or winding up of our affairs;

     - any sinking fund or similar provision, and, if so, the terms and
       provisions relating to the purpose and operation of the fund;

     - the terms and conditions, if any, for conversion or exchange of shares of
       any other class or classes of our capital stock or any series of any
       other class or classes, or of any other series of the same class, or any
       other securities or assets, including the price or the rate of conversion
       or exchange and the method, if any, of adjustment;

     - the voting rights, if any; and

     - any or all other preferences and relative, participating, optional or
       other special rights, privileges or qualifications, limitations or
       restrictions.

     As described under "Description of Depositary Shares," below, we may, at
our option, elect to offer depositary shares evidenced by depositary receipts.
Each depositary receipt will represent an interest in a share of a particular
series of preferred stock that we will issue and deposit with a depositary. The
interest represented by the depositary receipt will be described in the
applicable prospectus supplement.

     Preferred stock will be fully paid and nonassessable upon issuance. The
preferred stock or any series of preferred stock may be represented, in whole or
in part, by one or more global certificates, which will have an aggregate
liquidation preference equal to that of the preferred stock represented by the
global certificate.

     Each global certificate will:

     - be registered in the name of a depositary or a nominee of the depositary
       identified in the prospectus supplement;

     - be deposited with such depositary or nominee or a custodian for the
       depositary; and

     - bear a legend regarding the restrictions on exchanges and registration of
       transfer and any other matters as may be provided for under the
       certificate of designation.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE CERTIFICATE OF INCORPORATION, BYLAWS
AND DELAWARE LAW

CERTIFICATE OF INCORPORATION AND BYLAWS

     Calpine's amended and restated certificate of incorporation and bylaws
provide that Calpine's board of directors is classified into three classes of
directors serving staggered, three-year terms. The certificate of incorporation
also provides that directors may be removed only by the affirmative vote of the
holders of

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two-thirds of the shares of Calpine's capital stock entitled to vote. Any
vacancy on the board of directors may be filled only by vote of the majority of
directors then in office. Further, the certificate of incorporation provides
that any business combination (as therein defined) requires the affirmative vote
of the holders of two-thirds of the shares of Calpine's capital stock entitled
to vote, voting together as a single class. The certificate of incorporation
also provides that all stockholder actions must be effected at a duly called
meeting and not by a consent in writing. Calpine's certificate of incorporation
provides that a special meeting of stockholders may be called only by the
chairman of Calpine's board of directors, or by the chairman or secretary upon
the written request of a majority of the total number of directors Calpine would
have if there were no vacancies on its board of directors. These provisions of
the certificate of incorporation and bylaws could discourage potential
acquisition proposals and could delay or prevent a change in control of Calpine.
These provisions are intended to enhance the likelihood of continuity and
stability in the composition of the board of directors and in the policies
formulated by the board of directors and to discourage certain types of
transactions that may involve an actual or threatened change of control of
Calpine. These provisions are designed to reduce Calpine's vulnerability to an
unsolicited acquisition proposal. The provisions also are intended to discourage
certain tactics that may be used in proxy fights. However, such provisions could
have the effect of discouraging others from making tender offers for Calpine's
shares and, as a consequence, they also may inhibit fluctuations in the market
price of Calpine's shares that could result from actual or rumored takeover
attempts. Such provisions also may have the effect of preventing changes in
Calpine's management.

RIGHTS PLAN

     On June 5, 1997, Calpine adopted a stockholders' rights plan to strengthen
Calpine's ability to protect Calpine's stockholders. The rights plan is designed
to protect against abusive or coercive takeover tactics that are not in the best
interests of Calpine or its stockholders. To implement the rights plan, Calpine
declared a dividend of one preferred share purchase right for each outstanding
share of Calpine's common stock held on record as of June 18, 1997, and directed
the issuance of one preferred share purchase right with respect to each share of
Calpine's common stock that shall become outstanding thereafter until the rights
become exercisable or they expire as described below. Each right initially
represents a contingent right to purchase, under certain circumstances, one
one-thousandth of a share, called a "unit," of Calpine's Series A Participating
Preferred Stock, par value $.001 per share, at a price of $140.00 per unit,
subject to adjustment. The rights will become exercisable and trade
independently from Calpine's common stock upon the public announcement of the
acquisition by a person or group of 15% or more of Calpine's common stock, or
ten days after commencement of a tender or exchange offer that would result in
the acquisition of 15% or more of Calpine's common stock. Each unit purchased
upon exercise of the rights will be entitled to a dividend equal to any dividend
declared per share of common stock and will have one vote, voting together with
the common stock. In the event of Calpine's liquidation, each share of the
participating preferred stock will be entitled to any payment made per share of
common stock.

     If Calpine is acquired in a merger or other business combination
transaction after a person or group has acquired 15% or more of Calpine's common
stock, each right will entitle its holder to purchase at the right's exercise
price a number of the acquiring company's shares of common stock having a market
value of twice the right's exercise price. In addition, if a person or group
acquires 15% or more of Calpine's common stock, each right will entitle its
holder (other than the acquiring person or group) to purchase, at the right's
exercise price, a number of fractional shares of Calpine's participating
preferred stock or shares of Calpine's common stock having a market value of
twice the right's exercise price.

     The rights expire on June 18, 2007, unless redeemed earlier by Calpine.
Calpine can redeem the rights at a price of $.01 per right at any time before
the rights become exercisable, and thereafter only in limited circumstances.

DELAWARE ANTI-TAKEOVER STATUTE

     Calpine is subject to Section 203 of the Delaware General Corporation Law
("Section 203"), which, subject to certain exceptions, prohibits a Delaware
corporation from engaging in any business combination
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with any interested stockholder for a period of three years following the date
that such stockholder became an interested stockholder, unless: (1) prior to
such date, the board of directors of the corporation approved either the
business combination or the transaction that resulted in the stockholder
becoming an interested stockholder; (2) upon consummation of the transaction
that resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for purposes of
determining the number of shares outstanding those shares owned (x) by persons
who are directors and also officers and (y) by employee stock plans in which
employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer;
or (3) on or subsequent to such date, the business combination is approved by
the board of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at least
66 2/3% of the outstanding voting stock that is not owned by the interested
stockholder.

     Section 203 defines the term business combination to include: (1) any
merger or consolidation involving the corporation or any of its direct or
indirect majority-owned subsidiaries and the interested stockholder; (2) any
sale, transfer, pledge or other disposition of 10% or more of the assets of the
corporation or any of its direct or indirect majority-owned subsidiaries
involving the interested stockholder; (3) subject to certain exceptions, any
transaction that results in the issuance or transfer by the corporation of any
stock of the corporation or any of its direct or indirect majority-owned
subsidiaries of any stock of the corporation or that subsidiary to the
interested stockholder; (4) any transaction involving the corporation or any of
its direct or indirect majority-owned subsidiaries that has the effect of
increasing the proportionate share of the stock of any class or series of the
corporation or that subsidiary beneficially owned by the interested stockholder;
or (5) the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or through
the corporation or any of its direct or indirect majority-owned subsidiaries. In
general, Section 203 defines an interested stockholder as any entity or person
beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by such entity or person.

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                        DESCRIPTION OF DEPOSITARY SHARES

     The following is a general description of the depositary shares to which
this prospectus and any prospectus supplement may relate. The applicable
prospectus supplement will describe the specific terms of the depositary shares
offered through that prospectus supplement, as well as any general terms
described in this section that will not apply to those depositary shares.

     The following description of the depositary shares is subject to the
detailed provisions of the depositary receipts and the deposit agreement
relating to the applicable series of preferred stock, the form of each of which
has been filed as an exhibit to the registration statement of which this
prospectus is a part. Whenever particular provisions of the depositary receipts
or deposit agreement, or terms defined therein, are referred to, those
provisions or definitions are incorporated by reference herein and such
descriptions are qualified in their entirety by such reference. We urge you to
read the depositary receipts and the depositary agreement because they, and not
this description, describe every detail of the terms of the depositary shares.
The summary below of the general terms of the depositary shares will be
supplemented by the more specific terms in a prospectus supplement.

GENERAL

     Calpine may, at its option, elect to have shares of its preferred stock
represented by depositary shares. The shares of any series of preferred stock
underlying the depositary shares will be deposited under a separate deposit
agreement that we will enter into with a bank or trust company of our choosing.
The prospectus supplement relating to a series of depositary shares will give
the name and address of the depositary. Subject to the terms of the deposit
agreement, each owner of a depositary share will be entitled to all the rights
and preferences of the preferred stock underlying the depositary share in
proportion to the applicable interest in the preferred stock underlying the
depositary share.

     The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Each depositary share will represent the
applicable interest in a number of shares of a particular series of the
preferred stock described in the applicable prospectus supplement.

     Unless otherwise provided in the applicable prospectus supplement, upon
surrender of depositary shares at the office of the depositary and upon payment
of the charges provided in the deposit agreement, a holder of depositary shares
will be entitled to the number of whole shares of the related series of
preferred stock evidenced by the surrendered depositary shares.

DIVIDENDS AND OTHER DISTRIBUTIONS

     The depositary will distribute all cash dividends or other cash
distributions received in respect of the preferred stock to the record holders
of depositary shares representing the preferred stock in proportion to the
number of the depositary shares owned by the holders on the relevant record
date. The depositary will distribute only that amount which can be distributed
without attributing to any depositary shareholders a fraction of one cent, and
any balance not so distributed will be added to and treated as part of the next
sum received by the depositary for distribution to record depositary
shareholders.

     If there is a distribution other than in cash, the depositary will
distribute property to the entitled record depositary shareholders, unless the
depositary determines that it is not feasible to make that distribution. In that
case the depositary may, with our approval, adopt the method it deems equitable
and practicable for making that distribution, including any sale of property and
the distribution of the net proceeds from this sale to the concerned holders.

     The deposit agreement will also contain provisions relating to the manner
in which any subscription or similar rights we offer to holders of preferred
stock will be made available to holders of depositary shares.

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CONVERSION AND EXCHANGE

     If any preferred stock underlying depositary shares is convertible or
exchangeable, each record holder of depositary shares will have the right or
obligation to convert or exchange the depositary shares in the manner provided
in the deposit agreement and described in the applicable prospectus supplement.

REDEMPTION BY CALPINE

     If the preferred stock underlying depositary shares is subject to
redemption at our option, the depositary shares will be redeemed from the
redemption proceeds received by the depositary. The redemption price per
depositary share will be equal to the aggregate redemption price payable with
respect to the number of shares of preferred stock underlying the depositary
shares. Whenever we redeem preferred stock from the depositary, the depositary
will redeem as of the same redemption date a proportionate number of depositary
shares representing the shares of preferred stock that we redeemed. If less than
all the depositary shares are to be redeemed, the depositary shares to be
redeemed will be selected by lot or pro rata as we may determine.

     After the date fixed for redemption of the underlying preferred stock, the
depositary shares called for redemption will no longer be deemed to be
outstanding and all rights of the holders of the depositary shares will cease,
except the right to receive the redemption price. Any funds Calpine deposits
with the depositary for any depositary shares that the holders fail to redeem
will be returned to us after two years from the date the funds are deposited.

VOTING

     Upon receipt of notice of any meeting or action in lieu of any meeting at
which the holders of any shares of preferred stock underlying the depositary
shares are entitled to vote, the depositary will mail the information contained
in the notice to the record holders of the depositary shares relating to the
preferred stock. Each record holder of the depositary shares on the record date,
which will be the same date as the record date for the preferred stock, will be
entitled to instruct the depositary as to the exercise of the voting rights
pertaining to the number of shares of preferred stock underlying the holder's
depositary shares. The depositary will endeavor, insofar as practicable, to vote
the number of shares of preferred stock underlying the depositary shares in
accordance with these instructions, and we will agree to take all action that
the depositary deems necessary to enable the depositary to do so.

AMENDMENT

     The depositary receipt evidencing the depositary shares and any provision
of the deposit agreement may at any time be amended by agreement between Calpine
and the depositary. However, any amendment that materially and adversely alters
the rights of the existing holders of depositary shares will not be effective
unless the amendment has been approved by the record holders of at least a
majority of the depositary shares then outstanding.

CHARGES OF DEPOSITARY

     We will pay all transfer and other taxes and governmental charges that
arise solely from the existence of the depositary arrangements. We will also pay
charges of the depositary in connection with the initial deposit of the
preferred stock and any exchange or redemption of the preferred stock. Holders
of depositary shares will pay all other transfer and other taxes and
governmental charges, and, in addition, any other charges that are expressly
provided in the deposit agreement to be for their accounts.

RESIGNATION AND REMOVAL OF DEPOSITARY

     The depositary may resign at any time by delivering to us notice of its
election to do so, and we may at any time remove the depositary. Any resignation
or removal will take effect upon the appointment of a

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successor depositary and its acceptance of the appointment. We will appoint the
successor depositary within 60 days after delivery of the notice of resignation
or removal.

TERMINATION OF DEPOSIT AGREEMENT

     The depositary may terminate, or we may direct the depositary to terminate,
the deposit agreement if:

     - we have redeemed or reacquired all outstanding depositary shares relating
       to the deposit agreement; or

     - there has been a final distribution in respect of the preferred stock of
       any series in connection with our liquidation, dissolution or winding up
       and such distribution has been made to the related depositary
       shareholders.

     Upon termination of the deposit agreement, the depositary will discontinue
the transfer of depositary receipts, will suspend the distribution of dividends,
and will not give any further notices (other than notice of the termination) or
perform any further acts under the deposit agreement. However, the depositary
will continue to deliver preferred stock certificates, together with dividends
and distributions and the net proceeds of any sales of property, in exchange for
depositary receipts surrendered. At our request, the depositary will deliver to
us all books, records, certificates evidencing preferred stock, depositary
receipts and other documents relating to the deposit agreement.

MISCELLANEOUS

     We, or at our option, the depositary, will make available to the holders of
depositary shares all reports and communications that we are required to furnish
to the holders of preferred stock.

     Neither Calpine nor the depositary will be liable if the depositary is
prevented or delayed by law or any circumstance beyond its control in performing
its obligations under the deposit agreement. Our obligations and those of the
depositary under the deposit agreement will be limited to performance in good
faith of their respective duties under the deposit agreement. Neither Calpine
nor the depositary will be obligated to prosecute or defend any legal proceeding
regarding any depositary share or preferred stock unless satisfactory indemnity
has been furnished. Calpine and the depositary may rely upon written advice of
counsel or accountants. Calpine and the depositary may also rely upon
information provided to them by persons presenting preferred stock for deposit,
holders of depositary shares or other persons Calpine or the depositary believe
to be competent. Calpine and the depositary may also rely upon documents they
believe to be genuine.

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                         DESCRIPTION OF DEBT SECURITIES

     The following is a general description of the debt securities to which this
prospectus and any prospectus supplement may relate. The applicable prospectus
supplement will describe the specific terms of the debt securities offered
through that prospectus supplement, as well as any general terms described in
this section that will not apply to those debt securities. Unless otherwise
stated, the senior debt securities and the subordinated debt securities are
together referred to as the "debt securities."

GENERAL

     Calpine may issue from time to time one or more series of debt securities
under one or more separate indentures between Calpine and Wilmington Trust
Company, as trustee; Energy Finance may issue from time to time one or more
series of debt securities under one or more indentures between Energy Finance
and Wilmington Trust Company, as trustee; and Energy Finance II may issue from
time to time one or more series of debt securities under one or more indentures
between Energy Finance II and Wilmington Trust Company, as trustee.

     For purposes of this section, references to the "issuer" are to Calpine, in
the case of debt securities issued by Calpine, to Energy Finance, in the case of
debt securities issued by Energy Finance, and to Energy Finance II, in the case
of debt securities issued by Energy Finance II, and references to the
"guarantor" are to Calpine with respect to debt securities issued by Energy
Finance or Energy Finance II. Additionally, in the case of debt securities
issued by Energy Finance or Energy Finance II, the term "indenture" includes the
guarantee agreement pursuant to which Calpine guarantees the debt securities.

     The debt securities will be direct, unsecured obligations of the issuer.
The senior debt securities will rank equally with all other senior debt of the
issuer. The indentures will not limit the amount of debt securities that the
issuer may issue. The subordination provisions of any subordinated debt
securities will be described in an applicable prospectus supplement.

     Almost all of Calpine's operations are conducted through Calpine's
subsidiaries and other affiliates. As a result, Calpine depends almost entirely
upon their earnings and cash flow to service Calpine's indebtedness, including
Calpine's ability to pay the interest on and principal of Calpine's debt
securities, and on the debt securities of Energy Finance and Energy Finance II
under the guarantees, if the guarantees are enforced. The non-recourse project
financing agreements of certain of Calpine's subsidiaries and other affiliates
generally restrict their ability to pay dividends, make distributions or
otherwise transfer funds to Calpine prior to the payment of other obligations,
including operating expenses, debt service and reserves. Each of Energy Finance
and Energy Finance II is a special purpose financing subsidiary formed solely as
a financing vehicle for Calpine and its subsidiaries. Therefore, the ability of
Energy Finance and Energy Finance II to pay their obligations under the debt
securities is dependent upon the receipt by them of payments from Calpine and
its subsidiaries to which they have made loans or otherwise under agreements
with them in connection with their respective financing activities. In addition,
under Canadian law, the respective direct parent companies of Energy Finance and
Energy Finance II will be liable for their subsidiary's indebtedness, including
any debt securities issued by such subsidiary, upon a winding-up of that
subsidiary. While each of Energy Finance and Energy Finance II believes that
payments made to it in connection with its financing activities will be
sufficient to pay the principal of, and interest on, any debt securities it
issues, if the responsible parties were not able to make such payments for any
reason, the holders of such debt securities would have to rely on the
enforcement of Calpine's guarantee described below.

     Calpine's subsidiaries and other affiliates are separate and distinct legal
entities and will have no obligation to pay any amounts due on the debt
securities issued by Calpine hereunder, and will not guarantee the payment of
interest on or principal of the debt securities issued by Calpine hereunder.
Calpine's subsidiaries and other affiliates (other than Energy Finance (in the
case of debt securities issued by Energy Finance) and Energy Finance II (in the
case of debt securities issued by Energy Finance II) and their direct parent
companies, respectively, in the case of the winding-up of its subsidiary) will
not have any obligation to pay any amounts due on the debt securities issued by
Energy Finance or Energy
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Finance II hereunder and none of Calpine's subsidiaries or other affiliates will
guarantee the payment of interest on or principal of the debt securities issued
by Energy Finance or Energy Finance II hereunder. The right of Calpine's debt
security holders to receive any assets of any of Calpine's subsidiaries or other
affiliates upon Calpine's liquidation or reorganization will be subordinated to
the claims of any subsidiaries' or other affiliates' creditors (including trade
creditors and holders of debt issued by Calpine's subsidiaries or affiliates,
including Energy Finance and Energy Finance II). Similarly, the right of holders
of Energy Finance's or Energy Finance II's debt securities to receive any assets
of any of Calpine's subsidiaries or other affiliates upon Calpine's liquidation
or reorganization will be subordinated to the claims of any subsidiaries' or
other affiliates' creditors (including trade creditors and holders of debt
issued by Calpine's subsidiaries or affiliates). As of September 30, 2001,
Calpine's subsidiaries had approximately $2.6 billion of project financing.
Calpine intends to utilize project financing when appropriate in the future, and
this financing will be effectively senior to the debt securities and the
guarantees.

     The following description of the debt securities is subject to the detailed
provisions of each indenture, a copy of each of which has been incorporated by
reference as an exhibit to the registration statement of which this prospectus
is a part. Whenever particular provisions of any indenture or terms defined
therein are referred to, those provisions or definitions are incorporated by
reference herein and such descriptions are qualified in their entirety by such
reference. We urge you to read the forms of indentures because they, and not
this description, describe every detail of the terms of the debt securities. The
summary below of the general terms of the debt securities will be supplemented
by the more specific terms in a prospectus supplement. Unless otherwise stated
herein or in an applicable prospectus supplement, the following indenture
description will apply to both senior and subordinated debt securities.

TERMS APPLICABLE TO DEBT SECURITIES

     The prospectus supplement for a particular series of debt securities will
specify the terms of the series of debt securities, including:

     - the classification of the offered debt securities as senior or
       subordinated debt securities;

     - the specific designation, the aggregate principal amount, the purchase
       price and the authorized denominations, if other than $1,000 and integral
       multiples of $1,000 of the offered debt securities;

     - the percentage of the principal amount at which the debt securities will
       be issued;

     - the date or date on which the debt securities will mature;

     - the currency, currencies or currency units in which payments on the debt
       securities will be payable;

     - the rate or rates at which the debt securities will bear interest, if
       any, or the method of determination of such rate or rates;

     - the date or dates from which the interest, if any, shall accrue, the
       dates on which the interest, if any, will be payable and the method of
       determining holders to whom any of the interest shall be payable;

     - the prices, if any, at which, and the dates at or after which, the issuer
       may or must repay, repurchase or redeem the debt securities;

     - any right to convert the debt securities into, or exchange the debt
       securities for, shares of Calpine common stock or other securities or
       property;

     - any sinking fund obligation with respect to the debt securities;

     - any special United States, and, in the case of debt securities issued by
       Energy Finance or Energy Finance II, Canadian, federal income tax
       consequences;

     - the exchanges, if any, on which the debt securities may be listed; and

     - any other material terms of the debt securities consistent with the
       provisions of the indenture.

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     Unless otherwise specified in the prospectus supplement, the issuer will
compute interest payments on the basis of a 360-day year consisting of twelve
30-day months.

     Some of the debt securities may be issued as discounted debt securities to
be sold at a substantial discount below their stated principal amount. The
prospectus supplement relating to any discounted series of debt securities will
describe any special consequences applicable to discounted debt securities.

     The indentures governing the senior debt do not contain any provisions
that:

     - limit the issuer's ability to incur indebtedness; or

     - provide protection in the event the issuer chooses to engage in a highly
       leveraged transaction, reorganization, restructuring, merger or similar
       transaction.

ISSUANCE OF DEBT SECURITIES IN CONNECTION WITH TRUST PREFERRED SECURITIES

     As described under "Description of Trust Preferred Securities," below,
Calpine may issue debt securities to Trust IV or Trust V in connection with the
issuance of trust preferred or trust common securities by a trust. If Calpine
issues debt securities to either of the trusts, it will issue only one series of
debt securities to that trust and those debt securities subsequently may be
distributed to the holders of trust preferred and trust common securities either
upon dissolution of the trust or upon the occurrence of events that will be
described in the applicable prospectus supplement. An event of default under the
applicable indenture for a series of debt securities issued to a trust will
constitute a trust enforcement event under the declaration of trust for the
applicable trust preferred securities. A holder of trust preferred securities
may directly institute a proceeding against us for enforcement of payment to
that holder of its pro rata share of principal, premium, interest or any
additional amounts if:

     - an event of default under the applicable declaration of trust has
       occurred and is continuing; and

     - that event of default is attributable to our failure to pay principal,
       any premium, interest or additional amounts on the applicable series of
       debt securities when due.

     Except as described in the preceding sentences or in the prospectus
supplement, the holders of trust preferred securities will not be able to
exercise directly any other remedy available to the holders of the applicable
series of debt securities.

CONVERSION AND EXCHANGE

     Calpine may issue debt securities that are convertible into or exchangeable
for, and Energy Finance and Energy Finance II may issue debt securities that are
exchangeable for, common stock or preferred stock, property or cash, or a
combination of any of the foregoing. The terms, if any, on which debt securities
of any series will be convertible or exchangeable will be summarized in the
prospectus supplement relating thereto. Such terms may include provisions, as
applicable, for conversion or exchange, either on a mandatory basis, at the
option of the holder, or at the issuer's option, in which case the number of
shares of common stock or preferred stock to be received by the holders of the
debt securities would be calculated according to the factors and at such time as
summarized in the related prospectus supplement. The prospectus supplement will
also summarize the material United States federal income tax consequences
applicable to any such convertible or exchangeable debt securities.

REOPENING OF ISSUE

     The issuer may, from time to time, reopen an issue of debt securities and
issue additional debt securities with the same terms (including maturity date
and interest rate) as debt securities issued on an earlier date. After such
additional debt securities are issued, they will be fungible with the debt
securities issued on the earlier date to the extent specified in the applicable
prospectus supplement.

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RANKING

     Any senior debt securities issued by Calpine will be unsecured and will
rank equal in right of payment with all of Calpine's existing and future
unsecured and unsubordinated indebtedness, including, without limitation,
Calpine's obligations under (a) the Amended and Restated Credit Agreement, dated
as of May 23, 2000, as amended, among Calpine, as borrower, the Bank of Nova
Scotia, as Lead Arranger and Administrative Agent, Bayerische Landesbank
Girozentrale, as Co-Arranger and Syndication Agent, and the various commercial
lending institutions named therein as lenders (as it may be further amended,
refinanced, replaced, renewed or extended from time to time), (b) Calpine's
other outstanding senior debt securities, including Calpine's 7 5/8% Senior
Notes Due 2006, Calpine's 7 3/4% Senior Notes Due 2009, Calpine's 7 7/8% Senior
Notes Due 2008, Calpine's 8 3/4% Senior Notes Due 2007, Calpine's 10 1/2% Senior
Notes Due 2006, Calpine's 8 1/4% Senior Notes Due 2005, Calpine's 8 5/8% Senior
Notes Due 2010, Calpine's 8 1/2% Senior Notes Due 2011, Calpine's 4% Convertible
Senior Notes Due 2006 and Calpine's Zero-Coupon Convertible Debentures Due 2021
and (c) indebtedness of its subsidiaries guaranteed by Calpine, including the
8 1/2% Senior Notes Due 2008 and the 8 3/4% Senior Notes Due 2007 issued by
Energy Finance, the 8 7/8% Senior Notes Due 2011 and 8 3/8% Senior Notes Due
2008 issued by Energy Finance II. As of September 30, 2001, Calpine had
approximately $7.3 billion of indebtedness outstanding that would rank equally
with the senior debt securities.

     Unless otherwise provided in the prospectus supplement relating to such
securities, debt securities issued by Energy Finance or Energy Finance II will
be:

     - senior unsecured obligations of Energy Finance or Energy Finance II, as
       applicable, and will rank equally and ratably with all of its other
       unsecured and unsubordinated indebtedness; and

     - guaranteed on a senior unsecured basis by Calpine, which guarantee will
       rank equally and ratably with all other unsecured and unsubordinated
       indebtedness of Calpine, including Calpine's indebtedness described above
       including the other indebtedness of its subsidiaries guaranteed by
       Calpine.

     The subordinated debt securities issued by Calpine will be subordinate and
junior in right of payment to all of Calpine's senior indebtedness, including
any guarantee by Calpine of senior debt securities of Energy Finance and Energy
Finance II. The subordinated debt securities of Energy Finance and Energy
Finance II will be subordinate and junior in right of payment to all of their
respective senior indebtedness.

GUARANTEES

     Calpine will fully and unconditionally guarantee to each holder of a debt
security issued by Energy Finance or Energy Finance II and authenticated and
delivered by the trustee the due and punctual payment of the principal of, and
any premium and interest on, the debt security, when and as it becomes due and
payable, whether at maturity, upon acceleration, by call for redemption,
repayment or otherwise in accordance with the terms of the debt securities and
of the related indenture. The claims of holders under the guarantee by Calpine
will be effectively subordinated to the claims of creditors of Calpine's
subsidiaries other than Energy Finance or Energy Finance II, as applicable.

     Under its guarantee agreement, Calpine will:

     - agree that, if an event of default occurs under the debt securities, its
       obligations under the guarantees will be absolute and unconditional and
       will be enforceable irrespective of any invalidity, irregularity or
       unenforceability of any series of the debt securities or the related
       indenture or any supplement thereto, and

     - waive its right to require the trustee or the holders to pursue or
       exhaust their legal or equitable remedies against Energy Finance or
       Energy Finance II before exercising their rights under the guarantees.

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COVENANTS

     The indentures and the guarantee shall provide that, except as otherwise
set forth under "-- Defeasance," below, for so long as any debt securities
remain outstanding or any amount remains unpaid on any of the debt securities,
the issuer and the guarantor, if any, will comply with the applicable terms of
the covenants contained in the indentures or the guarantee, as applicable,
including the following:

PAYMENT OF SECURITIES

     The issuer will duly and punctually pay the principal of and interest on
the debt securities in accordance with the terms of the debt securities and the
indenture.

MAINTENANCE OF OFFICE OR AGENCY

     The issuer will maintain in the Borough of Manhattan, the City of New York,
and such other locations as may be required or specified in any supplement, an
office or agency where the debt securities may be paid and notices and demands
to or upon the issuer in respect of the debt securities and the indentures may
be served and an office or agency where debt securities may be surrendered for
registration of transfer or exchange. The issuer will give prompt written notice
to the trustee of the location, and any change in the location, of any such
office or agency. If at any time the issuer shall fail to maintain any required
office or agency or shall fail to furnish the trustee with the address of any
required office or agency, all presentations, surrenders, notices and demands
may be served at the office of the trustee.

FURTHER ASSURANCES

     The issuer, the guarantor, if any, and the trustee will execute and deliver
all documents, instruments and agreements, and do all other acts and things as
may be reasonably required, to enable the trustee to exercise and enforce its
rights under the indentures and under the documents, instruments and agreements
required under the indentures and to carry out the intent of the indentures.

LIMITATION ON SALE/LEASEBACK TRANSACTIONS

     Under the terms of the indentures, the issuer and the guarantor, if any,
shall not, and shall not permit any of their respective Restricted Subsidiaries
to, enter into any Sale/Leaseback Transaction unless:

          (a) the issuer or the guarantor, as the case may be, or the Restricted
     Subsidiary would be entitled to create a Lien on the property or asset
     subject to the Sale/Leaseback Transaction securing Indebtedness in an
     amount equal to the Attributable Debt with respect to that transaction
     without equally and ratably securing the debt securities pursuant to the
     covenant entitled "Limitation on Liens"; or

          (b) the net proceeds of the sale are at least equal to the fair value
     (as determined by board of directors of the issuer or the guarantor, as the
     case may be) of the property or asset subject to the Sale/Leaseback
     Transaction and the issuer or the guarantor, as the case may be, or the
     Restricted Subsidiary applies or causes to be applied, within 180 days of
     the effective date of the Sale/ Leaseback Transaction, an amount in cash
     equal to the net proceeds of the sale to the retirement of Indebtedness of
     the issuer or the guarantor, as the case may be, or of the Restricted
     Subsidiary.

     In addition to the transactions permitted pursuant to the above clauses (a)
and (b), the issuer and the guarantor, if any, or any of their respective
Restricted Subsidiaries may enter into a Sale/Leaseback Transaction as long as
the sum of:

     - the Attributable Debt with respect to that Sale/Leaseback Transaction and
       all other Sale/ Leaseback Transactions entered into pursuant to this
       provision; plus

     - the amount of outstanding Indebtedness secured by Liens incurred pursuant
       to the final provision to the covenant described under "-- Limitation on
       Liens," below;

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<PAGE>

does not exceed 15% of Consolidated Net Tangible Assets as determined based on
Calpine's consolidated balance sheet as of the end of the most recent fiscal
quarter for which financial statements are available. In addition, any
Restricted Subsidiary of the issuer or the guarantor, if any, may enter into a
Sale/ Leaseback Transaction with respect to property or assets owned by that
Restricted Subsidiary, so long as the proceeds of that Sale/Leaseback
Transaction are used to acquire, develop, construct, or repay (within 365 days
of the commencement of full commercial operation of any such property or assets)
Indebtedness incurred to acquire, develop or construct property or assets of any
Restricted Subsidiary.

     As used in the indentures, the following terms are defined as follows:

     "Attributable Debt" means, as at the time of determination, the present
value (discounted at the rate of interest set forth or implicit in terms of the
lease (or, if not practicable to determine that rate, the weighted average rate
of interest borne by the debt securities outstanding hereunder (calculated, in
the event of the issuance of any original issue discount debt securities, based
on the computed interest rate with respect thereto)), compounded annually) of
the total obligations of the lessee for rental payments during the remaining
term of the lease included in such Sale/Leaseback Transaction (including any
period for which such lease has been extended).

     "Capitalized Lease Obligations" of a person means the rental obligations
under any lease of any property (whether real, personal or mixed) of which the
discounted present value of the rental obligations of that person as lessee, in
conformity with generally accepted accounting principals, is required to be
capitalized on the balance sheet of that person; the stated maturity of any such
lease shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be terminated
by the lessee without payment of a penalty.

     "Consolidated Current Liabilities" means, as of any date of determination,
the aggregate amount of consolidated liabilities of Calpine and Calpine's
consolidated Restricted Subsidiaries which may properly be classified as current
liabilities (including taxes accrued as estimated), after eliminating (i) all
inter-company items between Calpine and its subsidiaries and (ii) all current
maturities of long-term Indebtedness, all as determined in accordance with
generally accepted accounting principles.

     "Consolidated Net Tangible Assets" means, as of any date of determination,
the total amount of Calpine's consolidated assets (less accumulated depreciation
or amortization, allowances for doubtful receivables, other applicable reserves
and other properly deductible items) under generally accepted accounting
principles which would appear on Calpine's consolidated balance sheet,
determined in accordance with generally accepted accounting principles, and
after giving effect to purchase accounting and after deducting therefrom, to the
extent otherwise included, the amounts of:

          (a) Consolidated Current Liabilities;

          (b) minority interests in Calpine's consolidated subsidiaries held by
     persons other than Calpine or any of its Restricted Subsidiaries;

          (c) excess of cost over fair value of assets of businesses acquired,
     as determined in good faith by Calpine's board of directors;

          (d) any revaluation or other write-up in value of assets subsequent to
     December 31, 1993 as a result of a change in the method of valuation in
     accordance with generally accepted accounting principles;

          (e) unamortized debt discount and expenses and other unamortized
     deferred charges, goodwill, patents, trademarks, service marks, trade
     names, copyrights, licenses, organization or developmental expenses and
     other intangible items;

          (f) treasury stock; and

          (g) any cash set apart and held in a sinking or other analogous fund
     established for the purpose of redemption or other retirement of capital
     stock to the extent such obligation is not reflected in Consolidated
     Current Liabilities.
                                        33
<PAGE>

     "Indebtedness" of any person means, without duplication:

          (a) the principal of and premium (if any premium is then due and
     owing) in respect of indebtedness of that person for money borrowed;

          (b) all Capitalized Lease Obligations of that person;

          (c) all obligations of that person for the reimbursement of any
     obligor on any letter of credit, banker's acceptance or similar credit
     transaction, other than obligations with respect to letters of credit
     securing obligations (other than obligations described in clauses (a) and
     (b) above) entered into in the ordinary course of business of that person
     to the extent such letters of credit are not drawn upon or, if and to the
     extent drawn upon, that drawing is reimbursed no later than the tenth
     business day following receipt by that person of a demand for reimbursement
     following payment on the letter of credit;

          (d) all obligations of the type referred to in clauses (a) through (c)
     above of other persons and all dividends of other persons for the payment
     of which, in either case, that person is responsible or liable, directly or
     indirectly, as obligor, guarantor or otherwise; and

          (e) all obligations of the type referred to in clauses (a) through (d)
     above of other persons secured by any Lien on any property or asset of that
     person (whether or not such obligation is assumed by that person), the
     amount of the obligation on any date of determination being deemed to be
     the lesser of the value of the property or assets or the amount of the
     obligation so secured.

     The amount of Indebtedness of any person at any date shall be, with respect
to unconditional obligations, the outstanding balance at such date of all such
obligations as described above and, with respect to any contingent obligations
at such date, the maximum liability determined by that person's board of
directors, in good faith, as in light of the facts and circumstances existing at
the time, reasonably likely to be incurred upon the occurrence of the
contingency giving rise to such obligation.

     "Lien" means any mortgage, lien, pledge, charge, or other security interest
or encumbrance of any kind (including any conditional sale or other title
retention agreement and any lease in the nature thereof).

     "Preferred Stock," as applied to the capital stock of any corporation,
means capital stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of capital stock of any other class of such
corporation.

     "Restricted Subsidiary" means any subsidiary of a person that is not
designated an Unrestricted Subsidiary by that person's board of directors.

     "Sale/Leaseback Transaction" means an arrangement relating to property now
owned or later acquired whereby a person or one of such person's subsidiaries
transfers that property to another person and then leases it back from that
person, other than leases for a term of not more than 36 months or leases
between such person and a wholly owned subsidiary of such person or between such
person's wholly owned subsidiaries.

     "Senior Indebtedness" means all indebtedness incurred, assumed or
guaranteed by a person, whether or not represented by bonds, debentures, notes
or other securities, for money borrowed, and any deferrals, renewals or
extensions or refunding of any such indebtedness, unless in the instrument
creating or evidencing any such indebtedness or pursuant to which the same is
outstanding it is specifically stated, at or prior to the time such person
becomes liable in respect thereof, that any such indebtedness or such deferral,
renewal, extension or refunding thereof is not Senior Indebtedness.

     "Subordinated Security" means any security issued under an Indenture which
is designated as a Subordinated Debt Security.

     "Unrestricted Subsidiary" means (i) any subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by a person's board
of directors in the manner provided below and

                                        34
<PAGE>

(ii) any subsidiary of an Unrestricted Subsidiary. A person's board of directors
may designate any subsidiary (including any newly acquired or newly formed
subsidiary) to be an Unrestricted Subsidiary unless such subsidiary owns any
capital stock of, or owns or holds any Lien on any property of, that person or
any other subsidiary of that person that is not a subsidiary of the subsidiary
to be so designated, so long as the subsidiary to be designated an Unrestricted
Subsidiary and all other subsidiaries previously so designated at the time of
any determination hereunder shall, in the aggregate, have total assets not
greater than 5% of Consolidated Net Tangible Assets as determined based on
Calpine's consolidated balance sheet as of the end of the most recent financial
quarter for which financial statements are available. A person's board of
directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided, however, that immediately after giving effect to that
designation no Default or Event of Default under the indentures shall have
occurred and be continuing. Any such designation by a person's board of
directors shall be evidenced to the trustee by promptly filing with the trustee
a copy of the board resolution giving effect to the designation and a
certificate signed by two of that person's officers certifying that the
designation complied with these provisions. However, the failure to file the
resolution and/or certificate with the trustee shall not impair or affect the
validity of the designation.

LIMITATION ON LIENS

     Under the terms of the indentures, the issuer and the guarantor, if any,
shall not, and shall not permit any of their respective Restricted Subsidiaries
to, incur any Lien upon any properties (including capital stock) without
effectively providing that the outstanding debt securities shall be secured
equally and ratably with (or prior to) that Indebtedness, so long as that
Indebtedness shall be so secured. The above restriction on Liens will not,
however, apply to:

          (a)(1) Liens securing Indebtedness incurred to finance the
     exploration, drilling, development, construction or purchase of or by, or
     repairs, improvements or additions to, property or assets, which Liens may
     include Liens on the capital stock of a Restricted Subsidiary or (2) Liens
     incurred by any Restricted Subsidiary that does not own, directly or
     indirectly, at the time of such original incurrence of such Lien under this
     clause (2) any operating properties or assets securing Indebtedness
     incurred to finance the exploration, drilling, development, construction or
     purchase of or by or repairs, improvements or additions to, property or
     assets of any Restricted Subsidiary that does not, directly or indirectly,
     own any operating properties or assets at the time of such original
     incurrence of such Lien, which Liens may include Liens on the capital stock
     of one or more Restricted Subsidiaries that do not, directly or indirectly,
     own any operating properties or assets at the time of such original
     incurrence of such Lien, provided, however, that the Indebtedness secured
     by any such Lien may not be issued more than 365 days after the later of
     the exploration, drilling, development, completion of construction,
     purchase, repair, improvement, addition or commencement of full commercial
     operation of the property or assets being so financed;

          (b) Liens existing on the date of issuance of a series of debt
     securities, other than Liens relating to Indebtedness or other obligations
     being repaid or Liens that are otherwise extinguished with the proceeds of
     any offering of debt securities pursuant to the indenture;

          (c) Liens on property, assets or shares of stock of a person at the
     time that person becomes a subsidiary of the issuer or the guarantor, as
     applicable; provided, however, that any such Lien may not extend to any
     other property or assets owned by such issuer or guarantor or any of its
     Restricted Subsidiaries;

          (d) Liens on property or assets existing at the time that the issuer
     or the guarantor, as the case may be, or one of its subsidiaries, acquires
     the property or asset, including any acquisition by means of a merger or
     consolidation with or into the issuer or the guarantor, as applicable, or
     one of its subsidiaries; provided, however, that such Liens are not
     incurred in connection with, or in contemplation of, that merger or
     consolidation and provided, further, that the Lien may not extend to any
     other property or asset owned by the issuer or the guarantor, as
     applicable, or any of its Restricted Subsidiaries;

                                        35
<PAGE>

          (e) Liens securing Indebtedness or other obligations of one of the
     subsidiaries of the issuer or the guarantor, as the case may be, that is
     owing to such issuer or guarantor or any of its Restricted Subsidiaries, or
     Liens securing Indebtedness of the issuer or the guarantor, as the case may
     be, or other obligations that are owing to one of the subsidiaries of such
     issuer or guarantor;

          (f) Liens incurred on assets that are the subject of a Capitalized
     Lease Obligation to which the issuer or the guarantor, as the case may be,
     or any of its subsidiaries is a party, which shall include Liens on the
     stock or other ownership interest in one or more Restricted Subsidiaries of
     such issuer or guarantor, leasing such assets;

          (g) Liens to secure any refinancing, refunding, extension, renewal or
     replacement (or successive refinancings, refundings, extensions, renewals
     or replacements) as a whole, or in part, of any Indebtedness secured by any
     Lien referred to in clauses (a), (b), (c), (d) and (f) above, provided,
     however, that (1) such new Lien shall be limited to all or part of the same
     property or assets that secured the original Lien (plus repairs,
     improvements or additions to that property or assets and Liens on the stock
     or other ownership interest in one or more Restricted Subsidiaries
     beneficially owning that property or assets) and (2) the amount of
     Indebtedness secured by such Lien is not increased, other than by an amount
     necessary to pay fees and expenses, including premiums, related to the
     refinancing, refunding, extension, renewal or replacement of the
     Indebtedness; and

          (h) Liens by which the debt securities are secured equally and ratably
     with other Indebtedness pursuant to this covenant.

     However, the issuer and the guarantor, if any, and any one or more of their
respective Restricted Subsidiaries may incur other Liens to secure Indebtedness
as long as the sum of:

     - the lesser of (1) the amount of outstanding Indebtedness secured by Liens
       incurred pursuant to this provision and (2) the fair market value of the
       property securing that item of Indebtedness; plus

     - the Attributable Debt with respect to all Sale/Leaseback Transactions
       entered into pursuant to clause (a) described under the covenant
       "Limitation on Sale/Leaseback Transactions";

does not exceed 15% of Consolidated Net Tangible Assets as determined based on
Calpine's consolidated balance sheet as of the end of the most recent fiscal
quarter for which financial statements are available.

MERGER, CONSOLIDATION, SALE OR LEASE

     Nothing in the indentures shall prevent the issuer and the guarantor, if
any, from consolidating with or merging into another corporation or conveying,
transferring or leasing their respective properties and assets substantially as
an entirety to any person, provided that (a) the successor entity assumes the
obligations of the issuer or the guarantor, as the case may be, on each series
of debt securities outstanding and (b) immediately after giving effect to the
transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have occurred and be
continuing.

SEC REPORTS

     Calpine is subject to the informational reporting requirements of Sections
13 and 15(d) under the Securities Exchange Act and, in accordance with those
requirements, files certain reports and other information with the SEC. See
"Where You Can Find More Information; Documents Incorporated by Reference,"
above. In addition, if Sections 13 and 15(d) cease to apply to Calpine, Calpine
will covenant in the indentures to file those reports and information with the
trustee, and to mail such reports and information to holders of the debt
securities at their registered addresses, for so long as any debt securities
remain outstanding.

COMPLIANCE CERTIFICATES

     The indentures will require that the issuer and the guarantor, if any, file
annually with the trustee a certificate describing any "Default," which is
defined in the indentures as any event which is, or after
                                        36
<PAGE>

notice or passage of time or both would be, an Event of Default, by the issuer
or the guarantor, as the case may be, in the performance of any conditions or
covenants under the indentures and the status of any such Default. The issuer
and the guarantor, if any, also must give the trustee written notice within 30
days of the occurrence of certain Defaults under the indentures that could
mature into Events of Default, as described under the caption "-- Events of
Default," below.

EVENTS OF DEFAULT

     "Events of Default" are defined in the indentures with respect to any
series of debt securities as any of the following:

          (a) default for 30 days in payment of any interest installment due and
     payable on any debt securities of such series;

          (b) default in payment of principal or premium, if any, when due on
     the debt securities of such series;

          (c) default in the making of any sinking fund payment or analogous
     obligation on the debt securities of such series;

          (d) material default in performance by the issuer or the guarantor, if
     any, of any other covenants or agreements in respect of the debt securities
     of such series contained in the applicable indenture or the debt securities
     for 60 days after written notice to the issuer and the guarantor, if any,
     or to the issuer, the guarantor, if any, and the trustee by the holders of
     at least 25% in aggregate principal amount of the debt securities of such
     series then outstanding;

          (e) there shall have occurred a default in the payment of the
     principal or premium, if any, of any bond, debenture, note or other
     evidence of indebtedness of the issuer or the guarantor, if any, in each
     case for money borrowed, or in the payment of principal or premium, if any,
     under any mortgage, indenture, agreement or instrument under which there
     may be issued or by which there may be secured or evidenced any
     indebtedness of the issuer or the guarantor, if any, for money borrowed
     (including any other series of debt securities issued under the indenture),
     which default for payment of principal or premium, if any, is in an
     aggregate principal amount exceeding $50,000,000 (or its equivalent in any
     other currency or currencies) when such indebtedness becomes due and
     payable (whether at maturity, upon redemption or acceleration or
     otherwise), if such default shall continue unremedied or unwaived for more
     than 30 business days after the expiration of any grace period or extension
     of the time for payment applicable thereto;

          (f) certain events of bankruptcy, insolvency and reorganization with
     respect to the issuer or guarantor, if any; and

          (g) the guarantee, if any, ceases to be in full force and effect
     (other than in accordance with terms of the guarantee agreement) or the
     guarantor denies or disaffirms its obligations under the guarantee.

     An Event of Default under one series of debt securities does not
necessarily constitute an Event of Default under any other series of debt
securities.

     The indentures provide that if an Event of Default occurs and is continuing
with respect to any series of debt securities, either the trustee or the
registered holders of at least 25% in aggregate principal amount of that series
of debt securities, may declare the principal amount of those debt securities
and any accrued and unpaid interest on those debt securities to be due and
payable immediately. At any time after a declaration of acceleration, but before
a judgment or decree for payment of money has been obtained, if all Events of
Default with respect to those debt securities have been cured (other than the
nonpayment of principal of such debt securities which has become due solely by
reason of the declaration of acceleration) then the declaration of acceleration
shall be automatically annulled and rescinded.

                                        37
<PAGE>

     The indentures will require that the issuer and the guarantor, if any, file
annually with the trustee a certificate describing any Default by the issuer or
the guarantor, as the case may be, in the performance of any conditions or
covenants that has occurred under the indentures and its status. See
"-- Covenants -- Compliance Certificates," above. The issuer and the guarantor,
if any, must give the trustee written notice within 30 days of any Default under
the indentures that could mature into an Event of Default described in clause
(d), (e) or (f).

     The trustee will be entitled under the indentures, subject to the duty of
the trustee during a Default to act with the required standard of care, to be
indemnified before proceeding to exercise any right or power under the
indentures at the direction of the registered holders of the debt securities or
which requires the trustee to expend or risk its own funds or otherwise incur
any financial liability. The indentures will also provide that the registered
holders of a majority in principal amount of the outstanding debt securities of
any series issued under any indenture may direct the time, method and place of
conducting any proceeding for any remedy available to the trustee or exercising
any trust or power conferred on the trustee with respect to that series of debt
securities. The trustee, however, may refuse to follow any such direction that
conflicts with law or such indenture, is unduly prejudicial to the rights of
other registered holders of that series of debt securities, or would involve the
trustee in personal liability.

     The indentures will provide that while the trustee generally must mail
notice of a Default or Event of Default to the registered holders of the debt
securities of any series issued under any indenture within 90 days of
occurrence, the trustee may withhold notice of any Default or Event of Default
(except in payment on the debt securities) if the trustee in good faith
determines that the withholding of such notice is in the interest of the
registered holders of that series of debt securities.

MODIFICATION OF THE INDENTURES

     The issuer, the guarantor, if any, and the trustee may amend or supplement
the indentures, including any guarantee agreement, if the holders of a majority
in principal amount of the outstanding debt securities of each series of debt
securities affected by the amendment or supplement consent to it, except that no
amendment or supplement may, without the consent of each affected registered
holder of that series:

     - reduce the amount of principal the issuer has to repay or change the date
       of maturity;

     - reduce the rate or change the time of payment of interest;

     - change the currency of payment;

     - modify any redemption or repurchase right to the detriment of the holder;

     - reduce the percentage of the aggregate principal amount of debt
       securities needed to consent to an amendment or supplement;

     - change the provisions of the indentures relating to waiver of past
       defaults, rights of registered holders of the debt securities to receive
       payments or the provisions relating to amendments of the indentures that
       require the consent of registered holders of each affected series; or

     - release the guarantee, if any, except in compliance with the terms of the
       guarantee agreement and related indenture.

                                        38
<PAGE>

ACTIONS BY HOLDERS

     A holder of any series of debt securities may not pursue any remedy with
respect to the indentures or the debt securities of such series (except a
registered holder of a series of debt securities may bring an action for payment
of overdue principal, premium, if any, or interest on that series), unless:

     - the registered holder has given notice to the trustee of such series of a
       continuing Event of Default;

     - registered holders of at least 25% in principal amount of that series of
       debt securities have made a written request to the trustee of such series
       to pursue such remedy;

     - such registered holder or holders have offered the trustee of such series
       security or indemnity reasonably satisfactory to the trustee against any
       loss, liability or expense;

     - the trustee of such series has not complied with such request within 60
       days of such request and offer; and

     - the registered holders of a majority in principal amount of that series
       of debt securities have not given the trustee of such series an
       inconsistent direction during that 60-day period.

DEFEASANCE, DISCHARGE AND TERMINATION

DEFEASANCE AND DISCHARGE

     Unless otherwise provided in the applicable indenture and described in the
applicable prospectus supplement, the issuer may discharge the issuer and the
guarantor, if any, from any and all obligations in respect of a series of debt
securities, and the provisions of the related indenture will no longer be in
effect with respect to that series of debt securities (except for, among other
matters, certain obligations to register the transfer or exchange of those debt
securities, to replace stolen, lost or mutilated debt securities, to maintain
paying agencies and to hold monies for payment in trust, and the rights of
holders of that series to receive payments of principal, premium, if any, and
interest), on the 123rd day after the date of the deposit with the trustee, in
trust, of money or U.S. Government Obligations that, through the payment of
interest, principal and premium, if any, in respect thereof in accordance with
their terms, will provide money, or a combination thereof, in an amount
sufficient to pay the principal, premium, if any, and interest on that series of
debt securities, when due in accordance with the terms of that indenture and
those debt securities. Such a trust may only be established if, among other
things,

     (a) the issuer has delivered to the trustee either:

        - an opinion of counsel (who may not be an employee of ours) to the
          effect that registered holders of that series will not recognize
          income, gain or loss for federal income tax purposes as a result of
          such deposit, defeasance and discharge and will be subject to federal
          income tax on the same amount and in the same manner and at the same
          times as would have been the case if such deposit, defeasance and
          discharge had not occurred, which opinion of counsel must refer to and
          be based upon a ruling of the Internal Revenue Service or a change in
          applicable federal income tax law occurring after the date of that
          indenture; or

        - a ruling of the Internal Revenue Service to such effect; and

     (b) no Default under the indenture with respect to that series shall have
occurred and be continuing on the date of such deposit or during the period
ending on the 123rd day after such date of deposit and such deposit shall not
result in or constitute a Default or result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the
issuer or the guarantor, if any, is a party or by which the issuer or the
guarantor, if any, is bound.

     "U.S. Government Obligations" are defined under the indentures as
securities that are (x) direct obligations of the United States for the payment
of which its full faith and credit is pledged or (y) obligations of a person
controlled or supervised by and acting as an agency or instrumentality of the

                                        39
<PAGE>

United States the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States and which, in either case, are not
callable or redeemable before their maturity.

DEFEASANCE OF COVENANTS AND CERTAIN EVENTS OF DEFAULT

     In addition, unless otherwise provided in the applicable indenture and
described in the applicable prospectus supplement, with respect to a series of
debt securities issued under an indenture, the provisions of that indenture
described under "-- Covenants -- Limitation on Liens," above, and
"-- Covenants -- Limitation on Sale/Leaseback Transactions," above, will no
longer be in effect, clauses (c) (with respect to such covenants) and (d) under
"-- Events of Default," above, shall be deemed not to be Events of Default under
that indenture, and the provisions described herein under "-- Ranking," above,
shall not apply, upon the deposit with the trustee, in trust, of money or U.S.
Government Obligations that through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal, premium, if any, and interest on that series of
debt securities when due in accordance with the terms of that indenture. Such a
trust may only be established if, among other things, the provisions described
in clause (b) of the immediately preceding paragraph have been satisfied and the
issuer has delivered to the trustee an opinion of counsel (who may not be an
employee of ours) to the effect that the registered holders of that series will
not recognize income, gain or loss for federal income tax purposes as a result
of such deposit and defeasance, and will be subject to federal income tax on the
same amount and in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred.

     In the event the issuer exercises its option not to comply, or to discharge
the guarantor, if any, from compliance, with the covenants and certain other
provisions of an indenture with respect to a series of debt securities as
described in the immediately preceding paragraph, and that series of debt
securities are declared due and payable because of the occurrence of an Event of
Default that remains applicable, while the amount of money or U.S. Government
Obligations on deposit with the trustee will be sufficient to pay principal of
and interest on that series on the respective dates on which such amounts are
due, they may not be sufficient to pay amounts due on that series at the time of
the acceleration resulting from such Event of Default. However, the issuer and
the guarantor, if any, shall remain liable for such payments.

TERMINATION OF OBLIGATIONS IN CERTAIN CIRCUMSTANCES

     Unless otherwise provided in the applicable indenture and described in the
applicable prospectus supplement, the issuer may discharge the issuer and the
guarantor, if any, from any and all obligations in respect of a series of debt
securities and the provisions of the related indenture will no longer be in
effect with respect to that series of debt securities (except to the extent
provided under "-- Defeasance and Discharge," above) if that series of debt
securities mature within one year and the issuer deposits with the trustee, in
trust, money or U.S. Government Obligations that, through the payment of
interest and principal in respect thereof in accordance with their terms, will
provide money in an amount sufficient to pay the principal of, premium, if any,
and accrued interest on that series of debt securities when due in accordance
with the terms of that indenture and the debt securities. Such a trust may only
be established if, among other things,

     - no Default under the indenture with respect to that series shall have
       occurred and be continuing on the date of such deposit;

     - such deposit will not result in or constitute a Default or result in a
       breach or violation of, or constitute a Default under, any other
       agreement or instrument to which the issuer or the guarantor, if any, is
       a party or by which the issuer or the guarantor, if any, is bound; and

     - the issuer has delivered to the trustee an opinion of counsel stating
       that such conditions have been complied with.

     Pursuant to this provision, the issuer is not required to deliver an
opinion of counsel to the effect that registered holders of that series will not
recognize income, gain or loss for U.S. federal income tax

                                        40
<PAGE>

purposes as a result of such deposit and termination, and there is no assurance
that registered holders of that series would not recognize income, gain or loss
for U.S. federal income tax purposes as a result thereof or that they would be
subject to U.S. federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit and termination
had not occurred.

UNCLAIMED MONEY

     Subject to any applicable abandoned property law, the indentures will
provide that the trustee will pay to the issuer upon request any money held by
the trustee for the payment of principal, premium, if any, or interest that
remains unclaimed for two years. After payment to the issuer, registered holders
of debt securities entitled to such money must look to the issuer for payment as
general creditors.

CONCERNING THE TRUSTEE AND PAYING AGENT

     Wilmington Trust Company will initially act as Trustee and paying agent for
the debt securities. Wilmington Trust Company currently acts as trustee under:

     - an indenture with Calpine and Calpine's subsidiary, Calpine Capital Trust
       III, dated as of August 9, 2000;

     - an indenture with Calpine, dated as of August 10, 2000;

     - an indenture with Energy Finance, dated as of April 25, 2001, as amended
       and restated on October 16, 2001; and

     - an indenture with Energy Finance II, dated as of October 18, 2001.

     A number of Calpine's series of debt securities are presently outstanding
under the first two indentures above and additional securities of those series
and additional series may be issued under the second indenture above. Two series
of Energy Finance's debt securities, guaranteed by Calpine, are currently
outstanding under the third indenture above and additional debt securities of
that series and other series, each guaranteed by Calpine, may be offered under
that indenture. Two series of Energy Finance II's debt securities, guaranteed by
Calpine, are currently outstanding under the fourth indenture above and
additional debt securities of those series and other series, each guaranteed by
Calpine, may be offered under that indenture. We may have in the future other
relationships with Wilmington Trust Company.

     We will describe in the prospectus supplement any material business and
other relationships (including additional trusteeships), other than the
trusteeship under the indentures, between us and any of our affiliates, on the
one hand, and each trustee and paying agent under the indentures, on the other
hand.

     The holders of a majority in principal amount of the outstanding senior
notes will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. If an event of default occurs (and is not cured), the
trustee will be required, in the exercise of its power, to use the degree of
care of a prudent man in the conduct of his own affairs. Subject to such
provisions, the trustee will be under no obligation to exercise any of its
rights or powers under the indenture at the request of any holder of senior
notes, unless such holder shall have offered to the trustee security and
indemnity satisfactory to the trustee against any loss, liability or expense and
then only to the extent required by the terms of the indenture.

     The registered office of the trustee is Rodney Square North, 1100 North
Market Street, Wilmington, Delaware.

GOVERNING LAW

     The laws of the State of New York will govern the indentures and each
series of debt securities.

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<PAGE>

BOOK-ENTRY SYSTEM

     Unless otherwise specified in the prospectus supplement, each series of
debt securities will be represented by one or more global notes registered in
the name of a nominee of The Depository Trust Company ("DTC"), as depositary.
Upon the issuance of the global notes, DTC or its custodian will credit, on its
internal system, the respective principal amount of the individual beneficial
interests represented by the global notes to the accounts of persons who have
accounts with DTC. Each account initially will be designated by or on behalf of
the underwriters, dealer or agents. Ownership of beneficial interests in a
global note will be limited to persons who have accounts with DTC
("participants") or persons who hold interests through participants. Ownership
of beneficial interests in the global notes will be shown on, and transfers of
their ownership may be effected only through, records maintained by DTC or its
nominee (with respect to interests of participants) and the records of
participants (with respect to interests of persons other than participants). DTC
currently limits the maximum denomination of any single global note to
$400,000,000.

     So long as DTC or its nominee is the registered owner or holder of the
global notes, DTC or such nominee, as the case may be, will be considered the
sole owner or holder of the debt securities represented by such global notes for
all purposes under the applicable indenture and the debt securities. No
beneficial owner of an interest in the global notes will be able to transfer
that interest except in accordance with DTC's applicable procedures, in addition
to those provided for under the indenture.

     Payments of the principal of, and interest on, the global notes will be
made to DTC or its nominee, as the case may be, as the registered owner of the
global notes. Neither we, the trustee or any paying agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the global notes
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

     We expect that DTC or its nominee, upon receipt of any payment of principal
or interest in respect of the global notes will credit participants' accounts
with payments in amounts proportionate to their respective beneficial interests
in the principal amount of the global notes as shown on the records of DTC or
its nominee. We also expect that payments by participants to owners of
beneficial interests in the global notes held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers registered in the names of
nominees for such customers. Such payments will be the responsibility of such
participants.

     Transfers between participants in DTC will be effected in the ordinary way
in accordance with DTC rules and will be settled in same-day funds. If a holder
requires physical delivery of a certificated note for any reason, including to
sell debt securities to persons in states which require delivery of certificated
notes or to pledge their debt securities, such holder must transfer its interest
in the global notes in accordance with the normal procedures of DTC and the
procedures set forth in the indenture.

     DTC has advised us that it will take any action permitted to be taken by a
holder of a series of debt securities (including the presentation of debt
securities for exchange as described below) only at the direction of one or more
participants to whose account the DTC interests in the global notes relating to
such series is credited and only in respect of such portion of the aggregate
principal amount of debt securities as to which such participant or participants
has or have given such direction. However, if there is an Event of Default under
a series of debt securities, DTC will exchange the global notes relating to such
series for certificated notes which it will distribute to its participants.

     DTC has advised us as follows: DTC is a limited purpose trust company
organized under the laws of the State of New York, a "banking organization"
within the meaning of New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the Uniform Commercial
Code and a "Clearing Agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act. DTC was created to hold securities for its
participants and facilitate the clearance and settlement of securities
transactions between participants through electronic book-entry changes in
accounts of its participants, thereby eliminating the need for physical movement
of certificates.

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<PAGE>

Participants include securities brokers and dealers, banks, trust companies and
clearing corporations and certain other organizations. Indirect access to the
DTC system is available to "indirect participants" such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.

     Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interest in the global notes among participants of DTC, it is under
no obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. Neither we nor the trustee will have
any responsibility for the performance by DTC or its respective participants or
indirect participants of their respective obligations under the rules and
procedures governing their operations.

CERTIFICATED NOTES

     If DTC is at any time unwilling or unable to continue as a depositary for
the global notes and a successor depositary is not appointed by us within 90
days, or if the issuer otherwise chooses to issue definitive debt securities,
the issuer will issue certificated notes in exchange for the global notes. In
either instance, an owner of a beneficial interest in a global note will be
entitled to have debt securities equal in principal amount to such beneficial
interest registered in its name and will be entitled to physical delivery of
debt securities in definitive form. Debt securities in definitive form will be
issued in denominations of $1,000 and integral multiples of $1,000 and will be
issued in registered form only, without coupons. The issuer will maintain in the
Borough of Manhattan, The City of New York, one or more offices or agencies
where debt securities may be presented for payment and may be transferred or
exchanged. You will not be charged a fee for any transfer or exchange of your
debt securities, but the issuer may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

SAME-DAY SETTLEMENT IN RESPECT OF GLOBAL NOTES

     Global notes held by DTC will trade in DTC's Same-Day Funds Settlement
System until maturity and secondary market trading activity in the debt
securities will settle in immediately available funds. No assurance can be given
as to the effect, if any, of settlement in immediately available funds on the
trading activity in the debt securities.

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<PAGE>

                       DESCRIPTION OF PURCHASE CONTRACTS

     Calpine may issue purchase contracts for the purchase or sale of:

     - debt or equity securities issued by us or securities issued by third
       parties, a basket of such securities, an index or indices of such
       securities or any combination of the above as specified in the applicable
       prospectus supplement;

     - currencies; or

     - commodities.

     Each purchase contract will entitle the holder thereof to purchase or sell,
and obligate us to sell or purchase, on specified dates, such securities,
currencies or commodities at a specified purchase price, which may be based on a
formula. We may, however, satisfy our obligations, if any, with respect to any
purchase contract by delivering the cash value of such purchase contract or the
cash value of the property otherwise deliverable or, in the case of purchase
contracts on underlying currencies, by delivering the underlying currencies.

     The purchase contracts may require Calpine to make periodic payments to the
holders thereof or vice versa, which payments may be deferred to the extent set
forth in the applicable prospectus supplement, and may be unsecured or prefunded
on some basis. The purchase contracts may require the holders thereof to secure
their obligations in a manner specified in the applicable prospectus supplement.
Alternatively, purchase contracts may require holders to satisfy their
obligations thereunder when the purchase contracts are issued. Our obligation to
settle such pre-paid purchase contracts on the relevant settlement date may
constitute indebtedness. Accordingly, pre-paid purchase contracts will be issued
under an indenture.

     The applicable prospectus supplement will describe the terms of the
purchase contracts, including the methods by which the holders may purchase or
sell such securities, currencies or commodities and any acceleration,
cancellation or termination provisions or other provisions relating to the
settlement of a purchase contract. The description in the prospectus supplement
will not necessarily be complete, and reference will be made to the purchase
contracts, and any other applicable documents or instruments relating to the
purchase contracts. Any such purchase contract, and any other document or
instrument relevant to a purchase contract, will be filed as an exhibit to, or
incorporated by reference in, the registration statement of which this
prospectus is a part at the time of the offering thereof. Material United States
federal income tax considerations applicable to the purchase contracts will also
be discussed in the applicable prospectus supplement.

                              DESCRIPTION OF UNITS

     We may issue units comprised of one or more shares of common stock, shares
of preferred stock, debt securities, warrants, trust preferred securities or
debt obligations of third parties, including U.S. treasury securities, in any
combination. The applicable prospectus supplement will describe:

     - the terms of the units and of the securities comprising the units,
       including whether and under what circumstances the securities comprising
       the units may be held or transferred separately;

     - any provisions for the issuance, payment, settlement, transfer or
       exchange of the units or of the securities comprising the units;

     - any material United States federal income tax considerations applicable
       to the units; and

     - the terms of any unit agreement governing the units.

     The description in the prospectus supplement will not necessarily be
complete, and reference will be made to any unit, collateral or depositary
agreements relating to the units. Any such agreements, and any other document or
instrument relevant to the units, will be filed as an exhibit to, or
incorporated by

                                        44
<PAGE>

reference in, the registration statement of which this prospectus is a part at
the time of the offering thereof.

                            DESCRIPTION OF WARRANTS

     The following is a general description of the warrants to which this
prospectus and any prospectus supplement may relate. The applicable prospectus
supplement will describe the specific terms of the securities warrants offered
through that prospectus supplement, as well as any general terms described in
this section that will not apply to those securities warrants.

     Calpine may issue warrants for the purchase of Calpine's common stock,
preferred stock, debt securities, purchase contracts, units or any combination
thereof, as well as other types of warrants. Energy Finance and Energy Finance
II may each issue warrants for the purchase of their respective debt securities.
For purposes of this section, references to the "issuer" are to Calpine, in the
case of warrants issued by Calpine, to Energy Finance, in the case of warrants
issued by Energy Finance, and to Energy Finance II, in the case of warrants
issued by Energy Finance II.

     Warrants may be issued independently or together with other securities, and
they may be attached to or separate from the other securities. Each series of
warrants will be issued under a separate warrant agreement that the issuer will
enter into with a bank or trust company that the issuer selects as warrant
agent, as detailed in the applicable prospectus supplement. The warrant agent
will act solely as an agent of the issuer in connection with the warrants and
will not assume any obligation, or agency or trust relationship, with the
holders of the warrants. The warrant agreements, including the forms of warrant
certificates, will be filed as an exhibit to, or incorporated by reference in,
the registration statement of which this prospectus is a part. You should refer
to the provisions of the warrant agreements for more specific information. Until
you exercise your warrants, you will not have any rights as a holder of the
underlying securities by virtue of your ownership of those warrants.

     The prospectus supplement relating to a particular issue of warrants will
describe the terms of those warrants, including the following:

     - the title of such warrants;

     - the aggregate number of such warrants;

     - the price or prices at which such warrants will be issued;

     - the currency or currencies, including composite currencies, in which the
       price of such warrants may be payable;

     - the designation and terms of the securities purchasable upon exercise of
       such warrants;

     - the price at which and the currency or currencies, including composite
       currencies, in which the securities purchasable upon exercise of such
       warrants may be purchased;

     - the date on which the right to exercise such warrants shall commence and
       the date on which such right shall expire;

     - whether such warrants will be issued in registered form or bearer form;

     - if applicable, the minimum or maximum amount of such warrants that may be
       exercised at any one time;

     - if applicable, the designation and terms of the securities with which
       such warrants are issued and the number of such warrants issued with each
       such security;

     - if applicable, the date on and after which such warrants and the related
       securities will be separately transferable;

     - information with respect to book-entry procedures, if any;

                                        45
<PAGE>

     - if applicable, a discussion of certain United States federal income tax
       considerations; and

     - any other terms of such warrants, including terms, procedures and
       limitations relating to the exchange and exercise of such warrants.

                   DESCRIPTION OF TRUST PREFERRED SECURITIES

     The following is a general description of the trust preferred securities
and related guarantee to which this prospectus and any prospectus supplement may
relate. The applicable prospectus supplement will describe the specific terms of
the trust preferred securities and guarantee offered through that prospectus
supplement, as well as any general terms described in this section that will not
apply to those trust preferred securities.

     Each of Trust IV and Trust V may issue from time to time trust preferred
securities representing undivided beneficial interests in the assets of the
trust under its declaration of trust, as it may be amended and restated from
time to time. Such trust preferred securities will be fully and unconditionally
guaranteed by Calpine. Each trust will use the proceeds from the sale of its
trust preferred securities to purchase debt securities from Calpine, which may
be distributed to holders of the trust preferred and trust common securities
either upon dissolution of the trust or upon the occurrence of events that will
be described in the applicable prospectus supplement. When a trust issues its
trust preferred securities, you and the other holders of the trust preferred
securities will own all of the issued and outstanding trust preferred securities
of the trust. Calpine will acquire all of the issued and outstanding trust
common securities of each trust, representing an undivided beneficial interest
in the assets of the trust of at least 3%.

     The following description of trust preferred securities and related
guarantees is subject to the detailed provisions of the applicable declaration
of trust (as it may be amended and restated from time to time) and guarantee. A
copy of the applicable declaration of trust will be filed as an exhibit to, or
incorporated by reference in, the registration statement of which this
prospectus is a part at the time of the offering of securities pursuant thereto.
The form of the guarantee has been filed as an exhibit to the registration
statement of which this prospectus is a part. Whenever particular provisions of
a declaration of trust or guarantee, or terms defined therein, are referred to,
those provisions or definitions are incorporated by reference herein and such
descriptions are qualified in their entirety by such reference. We urge you to
read the declaration of trust and the guarantee because they, and not this
description, describe every detail of the terms of the trust preferred
securities and related guarantees.

THE TRUST PREFERRED SECURITIES

     The prospectus supplement relating to the issuance of trust preferred
securities by a trust will include specific terms relating to the offering.
These terms will include some or all of the following:

     - the designation of the trust preferred securities;

     - the number of trust preferred securities issued by the trust;

     - the annual distribution rate and any conditions upon which distributions
       are payable, the distribution payment dates, the record dates for
       distribution payments and the additional amounts, if any, that may be
       payable with respect to the trust preferred securities;

     - whether distributions will be cumulative and compounding and, if so, the
       dates from which distributions will be cumulative or compounded;

     - the amounts that will be paid out of the assets of the trust, after the
       satisfaction of liabilities to creditors of the trust, to the holders of
       trust preferred securities upon dissolution;

     - any repurchase, redemption or exchange provisions;

     - any preference or subordination rights upon a default or liquidation of
       the trust;

     - any voting rights of the trust preferred securities in addition to those
       required by law;
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<PAGE>

     - terms for any conversion or exchange of the debt securities or the trust
       preferred securities into other securities;

     - any rights to defer distributions on the trust preferred securities by
       extending the interest payment period on the debt securities; and

     - any other relevant terms, rights, preferences, privileges, limitations or
       restrictions of the trust preferred securities.

     The administrative trustees, on behalf of the trust and pursuant to the
declaration of trust, will issue one class of trust preferred securities and one
class of trust common securities. The trust securities will represent undivided
beneficial ownership interests in the assets of the trust.

     Except as described in the applicable prospectus supplement, the trust
preferred securities will rank equally, and payments will be made thereon
proportionately, with the trust common securities. The property trustee of the
trust will hold legal title to the debt securities in trust for the benefit of
the holders of the trust securities. Calpine will execute a guarantee agreement
for the benefit of the holders of the trust preferred securities. The guarantee
will not guarantee the payment of distributions (as defined below) or any
amounts payable on redemption or liquidation of the trust preferred securities
when the trust does not have funds on hand available to make such payments.

     The applicable prospectus supplement will also describe certain material
United States federal income tax consequences and special considerations
applicable to the trust preferred securities.

THE TRUST PREFERRED SECURITIES GUARANTEE

GENERAL

     Calpine will fully and unconditionally guarantee payments on the trust
preferred securities of each of the trusts, as described in this section. The
guarantee covers the following payments:

     - periodic cash distributions on the trust preferred securities out of
       funds held by the property trustee of the trust;

     - payments on dissolution of the trust; and

     - payments on redemption of trust preferred securities of the trust.

     Wilmington Trust Company, as guarantee trustee, will hold the guarantee for
the benefit of the holders of trust preferred securities.

     Selected provisions of the guarantee are summarized below. This summary is
not complete. For a complete description, we encourage you to read the
guarantee, the form of which has been filed as an exhibit to the registration
statement of which this prospectus is a part.

     Calpine will irrevocably and unconditionally agree to pay you in full the
following amounts to the extent not paid by a trust:

     - any accumulated and unpaid distributions and any additional amounts with
       respect to the trust preferred securities and any redemption price for
       trust preferred securities called for redemption by the trust, if and to
       the extent that Calpine has made corresponding payments on the debt
       securities to the property trustee of the trust;

     - payments upon the dissolution of the trust equal to the lesser of: (a)
       the liquidation amount plus all accumulated and unpaid distributions and
       additional amounts on the trust preferred securities to the extent the
       trust has funds legally available for those payments; and (b) the amount
       of assets of the trust remaining legally available for distribution to
       the holders of trust preferred securities in liquidation of the trust.

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<PAGE>

     Calpine will not be required to make these liquidation payments if:

     - the trust distributes the debt securities to the holders of trust
       preferred securities in exchange for their trust preferred securities; or

     - the trust redeems the trust preferred securities in full upon the
       maturity or redemption of the debt securities.

     Calpine may satisfy its obligation to make a guarantee payment either by
making payment directly to the holders of trust preferred securities or to the
guarantee trustee for remittance to the holders or by causing applicable trust
to make the payment to them.

     Each guarantee is a guarantee from the time of issuance of the applicable
series of trust preferred securities. THE GUARANTEE ONLY COVERS, HOWEVER,
DISTRIBUTIONS AND OTHER PAYMENTS ON TRUST PREFERRED SECURITIES IF AND TO THE
EXTENT THAT CALPINE HAS MADE CORRESPONDING PAYMENTS ON THE DEBT SECURITIES TO
THE APPLICABLE PROPERTY TRUSTEE. IF CALPINE DOES NOT MAKE THOSE CORRESPONDING
PAYMENTS ON THE DEBT SECURITIES, THE APPLICABLE TRUST WILL NOT HAVE FUNDS
AVAILABLE FOR PAYMENTS AND CALPINE WILL HAVE NO OBLIGATION TO MAKE A GUARANTEE
PAYMENT.

     Calpine's obligations under the declaration of trust for each trust, the
guarantee, the debt securities and the associated indenture taken together will
provide a full and unconditional guarantee of payments due on the trust
preferred securities. We will describe the specific terms of the guarantee in a
prospectus supplement.

COVENANTS OF CALPINE

     In each guarantee, Calpine will agree that, as long as trust preferred
securities issued by any trust are outstanding, it will:

     - remain the sole direct or indirect owner of all the outstanding common
       securities of that trust, except as permitted by the applicable
       declaration of trust;

     - permit the trust common securities of that trust to be transferred only
       as permitted by the declaration of trust; and

     - use reasonable efforts to cause that trust to continue to be treated as a
       grantor trust for United States federal income tax purposes, except in
       connection with a distribution of debt securities to the holders of trust
       preferred securities as provided in the declaration of trust, in which
       case the trust would be dissolved.

AMENDMENTS AND ASSIGNMENTS

     Calpine and the guarantee trustee may amend each guarantee without the
consent of any holder of trust preferred securities if the amendment does not
adversely affect the rights of the holders in any material respect. In all other
cases, Calpine and the guarantee trustee may amend each guarantee only with the
prior approval of the holders of at least a majority of outstanding trust
preferred securities issued by the applicable trust.

     Calpine may assign its obligations under the guarantees only in connection
with a consolidation, merger or asset sale involving Calpine that is permitted
under the indenture governing the debt securities.

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<PAGE>

TERMINATION OF THE GUARANTEE

     A guarantee will terminate upon:

     - full payment of the redemption price of all trust preferred securities of
       the applicable trust;

     - distribution of the related debt securities, or any securities into which
       those debt securities are convertible, to the holders of the trust
       preferred securities and trust common securities of that trust in
       exchange for all the securities issued by that trust; or

     - full payment of the amounts payable upon liquidation of that trust.

     Each guarantee will, however, continue to be effective or will be
reinstated if any holder of trust preferred securities must repay any amounts
paid on those trust preferred securities or under the guarantee.

STATUS OF THE GUARANTEE

     Calpine's obligations under each guarantee will be unsecured and
effectively junior to all debt and preferred stock of its subsidiaries. BY YOUR
ACCEPTANCE OF THE TRUST PREFERRED SECURITIES, YOU AGREE TO ANY SUBORDINATION
PROVISIONS AND OTHER TERMS OF THE RELATED GUARANTEE. We will specify in a
prospectus supplement the ranking of each guarantee with respect to Calpine's
capital stock and other liabilities, including other guarantees.

     Each guarantee will be deposited with the guarantee trustee to be held for
your benefit. The guarantee trustee will have the right to enforce the guarantee
on your behalf. In most cases, the holders of a majority of outstanding trust
preferred securities issued by the applicable trust will have the right to
direct the time, method and place of:

     - conducting any proceeding for any remedy available to the applicable
       guarantee trustee; or

     - exercising any trust or other power conferred upon that guarantee trustee
       under the applicable guarantee.

     Each guarantee will constitute a guarantee of payment and not merely of
collection. This means that the guarantee trustee may institute a legal
proceeding directly against Calpine to enforce the payment rights under the
guarantee without first instituting a legal proceeding against any other person
or entity.

     If the guarantee trustee fails to enforce the guarantee or Calpine fails to
make a guarantee payment, you may institute a legal proceeding directly against
Calpine to enforce your rights under that guarantee without first instituting a
legal proceeding against the applicable trust, the guarantee trustee or any
other person or entity.

PERIODIC REPORTS UNDER THE GUARANTEE

     Calpine will be required to provide annually to the guarantee trustee a
statement as to its performance of its obligations and its compliance with all
conditions under the guarantees.

DUTIES OF GUARANTEE TRUSTEE

     The guarantee trustee normally will perform only those duties specifically
set forth in the applicable guarantee. The guarantees do not contain any implied
covenants. If a default occurs on a guarantee, the guarantee trustee will be
required to use the same degree of care and skill in the exercise of its powers
under the guarantee as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs. The guarantee trustee will
exercise any of its rights or powers under the guarantee at the request or
direction of holders of the applicable series of trust preferred securities only
if it is offered security and indemnity satisfactory to it.

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<PAGE>

GOVERNING LAW

     New York law will govern the guarantees.

RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES, THE DEBT SECURITIES AND THE
TRUST PREFERRED SECURITIES GUARANTEE

     To the extent set forth in the guarantee and to the extent funds are
available, Calpine will irrevocably guarantee the payment of distributions and
other amounts due on the trust securities. If and to the extent we do not make
payments on the debt securities, the trust will not have sufficient funds to pay
distributions or other amounts due on the trust securities. The guarantee does
not cover any payment of distributions or other amounts due on the trust
securities unless the trust has sufficient funds for the payment of such
distributions or other amounts. In such event, a holder of trust securities may
institute a legal proceeding directly against us to enforce payment of such
distributions or other amounts to such holder after the respective due dates.
Taken together, our obligations under the declaration of trust for each trust,
the debt securities, the indenture and the guarantee provide a full and
unconditional guarantee of payments of distributions and other amounts due on
the trust securities. No single document standing alone or operating in
conjunction with fewer than all of the other documents constitutes such
guarantee. It is only the combined operation of these documents that provides a
full and unconditional guarantee of the trust's obligations under the trust
securities.

SUFFICIENCY OF PAYMENTS

     As long as payments of interest and other amounts are made when due on the
debt securities, such payments will be sufficient to cover distributions and
payments due on the trust securities of a trust because of the following
factors:

     - the aggregate principal amount of the debt securities will be equal to
       the sum of the aggregate stated liquidation amount of the trust
       securities;

     - the interest rate and the interest and other payment dates on the debt
       securities will match the distribution rate and distribution and other
       payment dates for the trust securities;

     - Calpine, as issuer of the debt securities, will pay, and the trust will
       not be obligated to pay, directly or indirectly, any costs, expenses,
       debts and obligations of the trust (other than with respect to the trust
       securities); and

     - the declaration of trust further provides that the trust will not engage
       in any activity that is not consistent with the limited purposes of the
       trust.

     Notwithstanding anything to the contrary in the indenture, we have the
right to set-off any payment we are otherwise required to make thereunder
against and to the extent we have already made, or are concurrently on the date
of such payment making, a related payment under the guarantee.

ENFORCEMENT RIGHTS OF HOLDERS OF PREFERRED SECURITIES

     The declaration of trust provides that if we fail to make interest or other
payments on the debt securities when due (taking account of any extension
period), the holders of the trust preferred securities may direct the property
trustee to enforce its rights under the applicable indenture. If the property
trustee fails to enforce its rights under the indenture in respect of an event
of default under the indenture, any holder of record of trust preferred
securities may, to the fullest extent permitted by applicable law, institute a
legal proceeding against us to enforce the property trustee's rights under the
indenture without first instituting any legal proceeding against the property
trustee or any other person or entity. Notwithstanding the foregoing, if a trust
enforcement event has occurred and is continuing and such event is attributable
to our failure to pay interest, premium or principal on the debt securities on
the date such interest, premium or principal is otherwise payable, then a holder
of trust preferred securities may institute a direct action against us for
payment of such holder's pro rata share. If a holder brings such a direct
action, we will be

                                        50
<PAGE>

entitled to that holder's rights under the applicable declaration of trust to
the extent of any payment made by us to that holder.

     If we fail to make payments under the guarantee, a holder of trust
preferred securities may institute a proceeding directly against us for
enforcement of the guarantee for such payments.

LIMITED PURPOSE OF TRUST

     The trust preferred securities evidence undivided beneficial ownership
interests in the assets of the trust, and the trust exists for the sole purpose
of issuing and selling the trust securities and using the proceeds to purchase
our debt securities. A principal difference between the rights of a holder of
trust preferred securities and a holder of debt securities is that a holder of
debt securities is entitled to receive from us the principal amount of and
interest accrued on the debt securities held, while a holder of trust preferred
securities is entitled to receive distributions and other payments from the
trust (or from us under the guarantee) only if and to the extent the trust has
funds available for the payment of such distributions and other payments.

RIGHTS UPON DISSOLUTION

     Upon any voluntary or involuntary dissolution of the trust involving the
redemption or repayment of the debt securities, the holders of the trust
securities will be entitled to receive, out of assets held by the trust, subject
to the rights of creditors of the trust, if any, the liquidation distribution in
cash. Because Calpine is the guarantor under the guarantee and, as issuer of the
debt securities, Calpine has agreed to pay for all costs, expenses and
liabilities of the trust (other than the trust's obligations to the holders of
the trust securities), the positions of a holder of trust securities and a
holder of debt securities relative to other creditors and to our stockholders in
the event of liquidation or bankruptcy of Calpine would be substantially the
same.

ACCOUNTING TREATMENT RELATING TO TRUST SECURITIES

     The financial statements of any trust issuing securities will be
consolidated with our financial statements, with the trust preferred securities
shown on our consolidated financial statements as Calpine-obligated mandatorily
redeemable preferred capital trust securities of a subsidiary trust holding
solely Calpine debt securities. Our financial statements will include a footnote
that discloses, among other things, that the assets of the trust consist of our
debt securities and will specify the designation, principal amount, interest
rate and maturity date of the debt securities.

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<PAGE>

             CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

     The following is a summary of certain material United States federal income
tax consequences of the ownership and disposition of our common stock, preferred
stock and debt securities and of the debt securities of Energy Finance and
Energy Finance II offered hereunder. A summary of certain material United States
federal income tax consequences of the ownership and disposition of the other
securities offered hereunder will be provided in the applicable prospectus
supplement, as will any information that updates or changes the information
provided below.

     Unless otherwise stated, this summary deals only with common stock,
preferred stock and debt securities held as capital assets by U.S. holders. As
used herein, "U.S. holders" are any beneficial owners of the common stock,
preferred stock or debt securities, that are, for United States federal income
tax purposes, (i) citizens or residents of the United States, (ii) corporations
created or organized in, or under the laws of, the United States, any state
thereof or the District of Columbia, (iii) estates, the income of which is
subject to United States federal income taxation regardless of its source, or
(iv) trusts if (a) a court within the United States is able to exercise primary
supervision over the administration of the trust and (b) one or more United
States persons have the authority to control all substantial decisions of the
trust. In addition, certain trusts in existence on August 20, 1996 and treated
as a U.S. holder prior to such date may also be treated as U.S. holders. As used
herein, "non-U.S. holders" are beneficial owners of the common stock, preferred
stock or debt securities, other than partnerships, that are not U.S. holders for
United States federal income tax purposes. If a partnership (including for this
purpose any entity treated as a partnership for United States federal tax
purposes) is a beneficial owner of such securities, the treatment of a partner
in the partnership will generally depend upon the status of the partner and upon
the activities of the partnership. Partnerships and partners in such
partnerships should consult their tax advisors about the United States federal
income tax consequences of owning and disposing of such securities.

     This summary does not deal with special classes of holders such as banks,
thrifts, real estate investment trusts, regulated investment companies,
insurance companies, dealers in securities or currencies, or tax-exempt
investors and does not discuss securities held as part of a hedge, straddle,
"synthetic security" or other integrated transaction. This summary also does not
address the tax consequences to persons that have a functional currency other
than the U.S. dollar, U.S. holders who are resident or who carry on a trade or
business in Canada, certain U.S. expatriates or the tax consequences to
shareholders, partners or beneficiaries of a holder of the common stock,
preferred stock or debt securities. Further, it does not include any description
of any alternative minimum tax consequences or the tax laws of any state or
local government or of any foreign government that may be applicable to the
common stock, preferred stock and debt securities. This summary is based on the
Internal Revenue Code of 1986, as amended, the Treasury regulations promulgated
thereunder and administrative and judicial interpretations thereof, all as of
the date hereof, and all of which are subject to change or differing
interpretations, possibly on a retroactive basis.

     You should consult with your own tax advisor regarding the federal, state,
local and foreign income, franchise, personal property, and any other tax
consequences of the ownership and disposition of the securities.

TAXATION OF COMMON STOCK OF CALPINE

     This subsection describes certain material United States federal income tax
consequences of owning and disposing of the common stock that Calpine may offer.

U.S. HOLDERS OF COMMON STOCK

Dividends

     The amount of any distribution Calpine makes in respect of its common stock
will be equal to the amount of cash and the fair market value, on the date of
distribution, of any property distributed.

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<PAGE>

Generally, distributions will be treated as a dividend, subject to tax as
ordinary income, to the extent of Calpine's current or accumulated earnings and
profits, then as a tax-free return of capital to the extent of a holder's tax
basis in the common stock and thereafter as gain from the sale or exchange of
such stock as described below.

     In general, a dividend distribution to a corporate holder will qualify for
the 70% dividends-received deduction. The dividends-received deduction is
subject to certain holding period, taxable income, and other limitations (see
"-- Taxation of Preferred Stock -- U.S. Holders of Preferred Stock -- Dividends
to Corporate Holders," below).

Sale or Exchange of Common Stock

     Upon the sale or exchange of common stock, a holder generally will
recognize capital gain or loss equal to the difference between (i) the amount of
cash and the fair market value of any property received upon the sale or
exchange and (ii) such holder's adjusted tax basis in the common stock. In the
case of a holder other than a corporation, preferential tax rates may apply to
such gain if the holder's holding period for the common stock exceeds one year.
A holder's basis in the common stock is generally equal to its initial purchase
price.

Information Reporting and Backup Withholding Tax

     In general, information reporting requirements will apply to payments of
dividends on common stock and payments of the proceeds of the sale of common
stock, and a backup withholding tax may apply to such payments if the holder
fails to comply with certain identification requirements. Back-up withholding is
currently imposed at a rate of 30%, which rate is scheduled to be reduced in
future years. Any amounts withheld under the backup withholding rules from a
payment to a holder will be allowed as a credit against such holder's United
States federal income tax and may entitle the holder to a refund, provided that
the required information is furnished to the Internal Revenue Service.

NON-U.S. HOLDERS OF COMMON STOCK

     The rules governing United States federal income taxation of a non-U.S.
holder of common stock are complex and no attempt will be made herein to provide
more than a summary of such rules. Non-U.S. holders should consult with their
own tax advisors to determine the effect of federal, state, local and foreign
income tax laws, as well as treaties, with regard to an investment in the common
stock, including any reporting requirements.

Dividends

     Distributions by Calpine with respect to the common stock that are treated
as dividends paid, as described above under "Dividends," to a non-U.S. holder
(excluding dividends that are effectively connected with the conduct of a United
States trade or business by such holder and are taxable as described below) will
be subject to United States federal withholding tax at a 30% rate (or a lower
rate provided under an applicable income tax treaty). Except to the extent that
an applicable income tax treaty otherwise provides, a non-U.S. holder will be
taxed in the same manner as a U.S. holder on dividends paid (or deemed paid)
that are effectively connected with the conduct of a United States trade or
business by the non-U.S. holder. If such non-U.S. holder is a foreign
corporation, it may also be subject to a United States branch profits tax on
such effectively connected income at a 30% rate (or such lower rate as may be
specified by an applicable income tax treaty). Even though such effectively
connected dividends are subject to income tax and may be subject to the branch
profits tax, they will not be subject to United States federal withholding tax
if the holder delivers a properly executed Internal Revenue Service Form W-8ECI
(or successor form) to the payor or the payor's agent.

     A non-U.S. holder who wishes to claim the benefit of an applicable income
tax treaty is required to satisfy certain certification and other requirements.
If you are eligible for a reduced rate of United States

                                        53
<PAGE>

withholding tax pursuant to an income tax treaty, you may obtain a refund of any
excess amounts withheld by filing an appropriate claim for refund with the
Internal Revenue Service.

Sale or Exchange of Common Stock

     A non-U.S. holder generally will not be subject to United States federal
income tax or withholding tax on the sale or exchange of common stock unless (i)
the gain is effectively connected with a United States trade or business of the
non-U.S. holder, (ii) in the case of a non-U.S. holder who is an individual,
such holder is present in the United States for a period or periods aggregating
183 days or more during the taxable year of the disposition, and either (a) such
holder has a "tax home" in the United States or (b) the disposition is
attributable to an office or other fixed place of business maintained by such
holder in the United States, (iii) the non-U.S. holder is subject to tax
pursuant to the provisions of the Internal Revenue Code applicable to certain
United States expatriates or (iv) in the event that Calpine is characterized as
a United States real property holding corporation and the non-U.S. holder does
not qualify for certain exemptions (see discussion below under "Foreign
Investment in Real Property Tax Act").

     If an individual non-U.S. holder falls under clause (1) above, such
individual generally will be taxed on the net gain derived from a sale in the
same manner as a U.S. holder. If an individual non-U.S. holder falls under
clause (2) above, such individual generally will be subject to a flat 30% tax on
the gain derived from a sale, which may be offset by certain United States
capital losses (notwithstanding the fact that such individual is not considered
a resident of the United States). Individual non-U.S. holders who have spent (or
expect to spend) 183 days or more in the United States in the taxable year in
which they contemplate a sale of common stock are urged to consult their tax
advisors as to the tax consequences of such sale. If a non-U.S. holder that is a
foreign corporation falls under clause (1), it generally will be taxed on the
net gain derived from a sale in the same manner as a U.S. holder and, in
addition, may be subject to the branch profits tax on such effectively connected
income at a 30% rate (or such lower rate as may be specified by an applicable
income tax treaty).

Information Reporting and Backup Withholding Tax

     United States information reporting requirements and backup withholding tax
will not apply to any payment of the proceeds of the sale of common stock
effected outside the United States by a foreign office of a "broker" as defined
in applicable Treasury regulations, unless such broker (1) is a United States
person as defined in the Internal Revenue Code, (2) is a foreign person that
derives 50% or more of its gross income for certain periods from the conduct of
a trade or business in the United States, (3) is a controlled foreign
corporation for United States federal income tax purposes or (4) is a foreign
partnership with certain U.S. connections. Payment of the proceeds of any such
sale effected outside the United States by a foreign office of any broker that
is described in the preceding sentence may be subject to backup withholding tax
and information reporting requirements, unless such broker has documentary
evidence in its records that the beneficial owner is a non-U.S. holder and
certain other conditions are met, or the beneficial owner otherwise establishes
an exemption. Dividends on common stock held by a non-U.S. holder will be
subject to information reporting and may be subject to backup withholding
requirements unless certain certification requirements are satisfied.

Foreign Investment in Real Property Tax Act

     Under the Foreign Investment in Real Property Tax Act, any person who
acquires a "United States real property interest" (as described below) from a
foreign person must deduct and withhold a tax equal to 10% of the amount
realized by the foreign transferor. In addition, a foreign person who disposes
of a United States real property interest generally is required to recognize
gain or loss that is subject to United States federal income tax. A "United
States real property interest" generally includes any interest (other than an
interest solely as a creditor) in a United States corporation unless it is
established under specified procedures that the corporation is not (and was not
for the prior five-year period) a "United States real property holding
corporation." We believe it is likely that we are a United States real property
holding
                                        54
<PAGE>

corporation and we can give no assurance that we will not continue to be a
United States real property holding corporation in the future. However, so long
as our common stock is regularly traded on an established securities market, an
exemption applies with respect to any non-U.S. holder whose beneficial and/or
constructive ownership of common stock is 5% or less of the total fair market
value of the common stock.

     Any investor that may approach or exceed the 5% ownership threshold
discussed above, either alone or in conjunction with related persons, should
consult its own tax advisor concerning the United States tax consequences that
may result. A non-U.S. holder who sells or otherwise disposes of common stock
may be required to inform its transferee whether such common stock constitutes a
United States real property interest.

     THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO
THE TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF COMMON STOCK,
INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS
AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL OR OTHER TAX LAWS.

TAXATION OF PREFERRED STOCK OF CALPINE

     This subsection describes certain material United States federal income tax
consequences of owning and disposing of the preferred stock that Calpine may
offer.

U.S. HOLDERS OF PREFERRED STOCK

Dividends

     The amount of any distribution Calpine makes in respect of its preferred
stock will be equal to the amount of cash and the fair market value, on the date
of distribution, of any property (including common stock) distributed.
Generally, distributions will be treated as a dividend, subject to tax as
ordinary income, to the extent of Calpine's current or accumulated earnings and
profits, then as a tax-free return of capital to the extent of a holder's tax
basis in the preferred stock and thereafter as gain from the sale or exchange of
such stock as described below.

Dividends to Corporate Holders

     A dividend distribution to a corporate holder will generally qualify for
the 70% dividends-received deduction. In determining entitlement to the
dividends-received deduction, corporate holders should also consider the
provisions of Sections 246(c), 246A and 1059 of the Internal Revenue Code, as
well as Treasury regulations and Internal Revenue Service rulings and
administrative pronouncements relating to such provisions. Under current law,
Section 246(c) of the Internal Revenue Code disallows the dividends-received
deduction in its entirety if the holder does not satisfy the applicable holding
period requirement for the dividend-paying stock for a period beginning before
and ending after such holder becomes entitled to receive each dividend on the
stock. Section 246(c)(4) of the Internal Revenue Code provides that a holder may
not count toward this minimum holding period any period in which the holder (1)
has an option to sell, is under a contractual obligation to sell, or has made
(and not closed) a short sale of, substantially identical stock or securities,
or (2) has diminished its risk of loss by holding one or more positions with
respect to substantially similar or related property. Under certain
circumstances, Section 1059 of the Internal Revenue Code (A) reduces the tax
basis of stock by a portion of any "extraordinary dividends" that are eligible
for the dividends-received deduction and (B) to the extent that the basis
reduction would otherwise reduce the tax basis of the stock below zero, requires
immediate recognition of gain, which is treated as gain from the sale or
exchange of the stock. An "extraordinary dividend" includes any amount treated
as a dividend with respect to a redemption that is not pro rata to all
stockholders (or meets certain other requirements), without regard to either the
relative amount of the dividend or the holder's holding period for the stock.
Section 246A of the Internal Revenue Code contains

                                        55
<PAGE>

the "debt-financed" portfolio stock rules, under which the dividends-received
deduction could be reduced to the extent that a holder incurs indebtedness
directly attributable to its investment in the stock.

Receipt of Common Stock Upon Conversion of the Preferred Stock

     If the preferred stock is convertible into common stock of Calpine, gain or
loss will not be recognized by a holder upon the conversion of such preferred
stock into common stock if no cash is received. A holder who receives cash in
lieu of a fractional share of common stock will in general be treated as having
received such fractional share and having exchanged it for cash in a redemption,
which would be treated in the manner described under "Sale, Exchange or
Redemption of Preferred Stock," below. As discussed therein, a holder who cannot
qualify for sale or exchange treatment under the rules applicable to redemptions
will generally be taxable on the cash received in lieu of a fractional share as
a distribution described in "-- Dividends," above.

     A holder's tax basis in the common stock received upon conversion will
generally be equal to the holder's tax basis in the preferred stock less the tax
basis allocated to any fractional share for which cash is received, and a
holder's holding period in the common stock received upon conversion generally
will include the period during which the preferred stock was held by such
holder.

Adjustments of Conversion Price in Respect of Preferred Stock

     If the preferred stock is convertible into common stock of Calpine,
adjustments to the conversion price ratio to take into account a stock dividend
or stock split generally will not be taxable. However, an adjustment to the
conversion price ratio to reflect the issuance of certain rights, warrants,
evidences of indebtedness, securities or other assets to holders of common stock
(an "Adjustment") may result in constructive distributions to the holders of the
preferred stock. The amount of any such constructive distribution would be the
fair market value on the date of the Adjustment of the number of shares of
common stock which, if actually distributed to holders of preferred stock, would
produce the same increase in the proportionate interests of such holders in the
assets or earnings and profits of Calpine as that produced by the Adjustment.
The distribution would be treated in the manner described above under
"Dividends."

Excessive Redemption Price of Preferred Stock

     Under Section 305 of the Internal Revenue Code and the applicable Treasury
regulations, if preferred stock with a mandatory redemption date or preferred
stock subject to certain redemption rights on the part of either Calpine or the
holder of such stock has a redemption price that exceeds its issue price (i.e.,
its fair market value at its date of original issuance) by more than a de
minimis amount, such excess may be treated as a constructive distribution that
will be treated in the same manner as distribution described above under
"Dividends." A holder of such preferred stock would be required to treat such
excess as a constructive distribution received by the holder over the life of
such stock under a constant interest (economic yield) method that takes into
account the compounding of yield.

Accrued Dividends on the Preferred Stock

     The tax treatment of accrued dividends that are payable upon a redemption
of the preferred stock will be addressed in the applicable prospectus
supplement.

Sale, Exchange or Redemption of Preferred Stock

     Upon the sale or exchange of preferred stock, a holder generally will
recognize capital gain or loss equal to the difference between (1) the amount of
cash and the fair market value of any property received upon the sale or
exchange and (2) such holder's adjusted tax basis in the stock. In the case of a
holder other than a corporation, preferential tax rates may apply to such gain
if the holder's holding period for the preferred stock exceeds one year. A
holder's basis in the preferred stock is generally equal to its initial purchase
price.
                                        56
<PAGE>

     Gain or loss recognized by a holder on a redemption of the preferred stock
will be treated as a sale or exchange and therefore qualify for the treatment
described above if certain requirements are satisfied. Generally, these
requirements are satisfied if either (1) the holder's interest in the stock of
Calpine is completely terminated as a result of such redemption, (2) such
holder's percentage ownership of Calpine's voting stock immediately after the
redemption is less than 80% of such holder's percentage ownership immediately
before the redemption or (3) the redemption is "not essentially equivalent to a
dividend." Under Section 318 of the Internal Revenue Code, a person generally
will be treated as the owner of stock of Calpine owned by certain related
parties or certain entities in which the person owns an interest and of stock
that a holder could acquire through exercise of an option. For this purpose, an
option would include any conversion right under the preferred stock. Whether a
redemption is "not essentially equivalent to a dividend" depends on each
holder's facts and circumstances, but in any event requires a "meaningful
reduction" in such holder's equity interest in Calpine. A holder of the
preferred stock who sells some or all of the stock of Calpine owned by it may be
able to take such sales into account to satisfy one of the foregoing conditions.
Conversely, a holder who purchases additional shares of stock of Calpine may be
required to take such shares into account in determining whether any of the
foregoing conditions are satisfied.

     If none of the above requirements for sale or exchange treatment is
satisfied, the entire amount of the cash (or property) received on a redemption
will be treated as a distribution (without offset by the holder's tax basis in
the redeemed shares), which will be treated in the same manner as distributions
described above under "Dividends." In such case, the holder's basis in the
redeemed preferred stock would be transferred to the holder's remaining shares
of Calpine stock (if any). If the holder does not retain any shares of Calpine's
stock but dividend treatment arises because of the constructive ownership rules,
such basis may be entirely lost to the holder.

Other Preferred Stock

     Special tax rules may apply to certain types of preferred stock. The
applicable prospectus supplement will discuss any such special United States
federal income tax rules with respect to such preferred stock.

Information Reporting and Backup Withholding Tax

     In general, information reporting requirements will apply to payments of
dividends on the preferred stock and payments of the proceeds of the sale of the
preferred stock, and a backup withholding tax may apply to such payments if the
holder fails to comply with certain identification requirements. Back-up
withholding is currently imposed at a rate of 30%, which rate is scheduled to be
reduced in future years. Any amounts withheld under the backup withholding rules
from a payment to a holder will be allowed as a credit against such holder's
United States federal income tax and may entitle the holder to a refund,
provided that the required information is furnished to the Internal Revenue
Service.

NON-U.S. HOLDERS OF PREFERRED STOCK

     The rules governing United States federal income taxation of a non-U.S.
holder of preferred stock are complex and no attempt will be made herein to
provide more than a summary of such rules. Non-U.S. holders should consult with
their own tax advisors to determine the effect of federal, state, local and
foreign income tax laws, as well as treaties, with regard to an investment in
the preferred stock, including any reporting requirements.

Dividends

     Distributions by Calpine with respect to the preferred stock that are
treated as dividends paid (or deemed paid), as described above under "Dividends"
and "Sale, Exchange or Redemption of Preferred Stock," to a non-U.S. holder
(excluding dividends that are effectively connected with the conduct of a United
States trade or business by such holder and are taxable as described below) will
be subject to United States federal withholding tax at a 30% rate (or a lower
rate provided under an applicable income

                                        57
<PAGE>

tax treaty). Except to the extent that an applicable income tax treaty otherwise
provides, a non-U.S. holder will be taxed in the same manner as a U.S. holder on
dividends paid (or deemed paid) that are effectively connected with the conduct
of a United States trade or business by the non-U.S. holder. If such non-U.S.
holder is a foreign corporation, it may also be subject to a United States
branch profits tax on such effectively connected income at a 30% rate (or such
lower rate as may be specified by an applicable income tax treaty). Even though
such effectively connected dividends are subject to income tax, and may be
subject to the branch profits tax, they will not be subject to United States
withholding tax if the holder delivers a properly executed Internal Revenue
Service Form W-8ECI (or successor form) to the payor or the payor's agent.

     A non-U.S. holder who wishes to claim the benefit of an applicable income
tax treaty is required to satisfy certain certification and other requirements.
If you are eligible for a reduced rate of United States withholding tax pursuant
to an income tax treaty, you may obtain a refund of any excess amounts withheld
by filing an appropriate claim for refund with the Internal Revenue Service.

Receipt of Common Stock Upon Conversion of the Preferred Stock

     In general, no United States federal income tax or withholding tax will be
imposed upon the conversion of preferred stock into common stock by a non-U.S.
holder (except with respect to the non-U.S. holder's receipt of cash in lieu of
fractional shares where one of the conditions described below under "Sale,
Exchange or Redemption of Preferred Stock" is satisfied).

Sale, Exchange or Redemption of Preferred Stock

     A non-U.S. holder generally will not be subject to United States federal
income tax or withholding tax on the sale or exchange of preferred stock unless
(1) the gain is effectively connected with a United States trade or business of
the non-U.S. holder, (2) in the case of a non-U.S. holder who is an individual,
such holder is present in the United States for a period or periods aggregating
183 days or more during the taxable year of the disposition, and either (A) such
holder has a "tax home" in the United States or (B) the disposition is
attributable to an office or other fixed place of business maintained by such
holder in the United States, (3) the non-U.S. holder is subject to tax pursuant
to the provisions of the Internal Revenue Code applicable to certain United
States expatriates or (4) in the event that Calpine is characterized as a United
States real property holding corporation and the non-U.S. holder does not
qualify for certain exemptions (see discussion below under "Foreign Investment
in Real Property Tax Act").

     If an individual non-U.S. holder falls under clause (1) above, such
individual generally will be taxed on the net gain derived from a sale in the
same manner as a U.S. holder. If an individual non-U.S. holder falls under
clause (2) above, such individual generally will be subject to a flat 30% tax on
the gain derived from a sale, which may be offset by certain United States
capital losses (notwithstanding the fact that such individual is not considered
a resident of the United States). Individual non-U.S. holders who have spent (or
expect to spend) 183 days or more in the United States in the taxable year in
which they contemplate a sale of preferred stock are urged to consult their tax
advisors as to the tax consequences of such sale. If a non-U.S. holder that is a
foreign corporation falls under clause (1) above, it generally will be taxed on
the net gain derived from a sale in the same manner as a U.S. holder and, in
addition, may be subject to the branch profits tax on such effectively connected
income at a 30% rate (or such lower rate as may be specified by an applicable
income tax treaty).

     Gain or loss realized by a non-U.S. holder on a redemption of the preferred
stock will be treated as a sale or exchange and qualify for the treatment
described in this section if certain requirements are satisfied. For a
description of these requirements, see "-- U.S. Holders -- Sale, Exchange or
Redemption of Preferred Stock," above.

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<PAGE>

Information Reporting and Backup Withholding Tax

     United States information reporting requirements and backup withholding tax
will not apply to any payment of the proceeds of the sale of preferred stock
effected outside the United States by a foreign office of a "broker" as defined
in applicable Treasury regulations, unless such broker (1) is a United States
person as defined in the Internal Revenue Code, (2) is a foreign person that
derives 50% or more of its gross income for certain periods from the conduct of
a trade or business in the United States, (3) is a controlled foreign
corporation for United States federal income tax purposes or (4) is a foreign
partnership with certain U.S. connections. Payment of the proceeds of any such
sale effected outside the United States by a foreign office of any broker that
is described in the preceding sentence may be subject to backup withholding tax
and information reporting requirements, unless such broker has documentary
evidence in its records that the beneficial owner is a non-U.S. holder and
certain other conditions are met, or the beneficial owner otherwise establishes
an exemption. Dividends on preferred stock held by a non-U.S. holder will be
subject to information reporting and may be subject to backup withholding
requirements unless certain certification requirements are satisfied.

Foreign Investment in Real Property Tax Act

     Under the Foreign Investment in Real Property Tax Act, any person who
acquires a "United States real property interest" (as described below) from a
foreign person must deduct and withhold a tax equal to 10% of the amount
realized by the foreign transferor. In addition, a foreign person who disposes
of a United States real property interest generally is required to recognize
gain or loss that is subject to United States federal income tax. A "United
States real property interest" generally includes any interest (other than an
interest solely as a creditor) in a United States corporation unless it is
established under specified procedures that the corporation is not (and was not
for the prior five-year period) a "United States real property holding
corporation." We believe it is likely that we are a United States real property
holding corporation and we can give no assurance that we will not continue to be
a United States real property holding corporation in the future. However, so
long as the preferred stock is regularly traded on an established securities
market, an exemption applies with respect to any non-U.S. holder whose
beneficial and/or constructive ownership of preferred stock is 5% or less of the
total fair market value of the preferred stock. In addition, if the preferred
stock is not regularly traded on an established securities market, but our
common stock continues to be so regularly traded, an exemption will apply if the
fair market value of the non-U.S. holder's interest in the preferred stock is 5%
or less of the total fair market value of the common stock.

     Any investor that may approach or exceed the 5% ownership threshold
discussed above, either alone or in conjunction with related persons, should
consult its own tax advisor concerning the United States tax consequences that
may result. A non-U.S. holder who sells or otherwise disposes of preferred stock
may be required to inform its transferee whether such preferred stock
constitutes a United States real property interest.

     THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO
THE TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF THE PREFERRED
STOCK, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX
LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL OR OTHER TAX
LAWS.

TAXATION OF DEBT SECURITIES OF CALPINE AND ENERGY FINANCE

     This subsection describes certain material United States federal income tax
consequences of owning and disposing of the debt securities offered by Calpine
or Energy Finance, as the case may be. It deals only with debt securities that
are due to mature 30 years or less from the date on which they are issued. The
United States federal income tax consequences of owning and disposing of debt
securities that are due to mature more than 30 years from the date of issue will
be discussed in an applicable prospectus supplement. The discussion regarding
United States federal income tax laws assumes that any debt

                                        59
<PAGE>

securities will be issued, and transfers thereof and payments thereon will be
made, in accordance with the applicable indenture and deposit agreement.

U.S. HOLDERS OF DEBT SECURITIES

Interest Income

     Subject to the original issue discount rules described below, payments of
interest on the debt securities (including, in the case of debt securities
issued by Energy Finance, the amount of Canadian tax withheld, if any) generally
will be taxable to a U.S. holder as ordinary interest income at the time such
payments are accrued or received (in accordance with the holder's regular method
of tax accounting).

     A debt security will be treated as issued with original issue discount
("OID") if its stated redemption price at maturity exceeds its issue price by
more than a de minimis amount. Generally, the issue price will be the first
price at which a substantial amount of the debt securities is sold to persons
other than bond houses, brokers or similar persons or organizations acting in
the capacity of underwriters, placement agents or wholesalers. A debt security's
stated redemption price at maturity is the total of all payments on the debt
security that are not payments of qualified stated interest. An interest payment
is qualified stated interest if it is one of a series of stated interest
payments that are unconditionally payable at least annually at a single fixed
rate.

     A debt security is not treated as issued with OID if the OID, i.e., if the
excess of the stated redemption price at maturity of a debt security over its
issue price, is de minimis. For this purpose the amount of OID is de minimis if
it does not exceed the product of 0.25 percent of the stated redemption price at
maturity multiplied by the number of complete years to maturity. If the debt
security has de minimis OID, a holder must generally include the de minimis
amount in income (as capital gain) when stated principal payments are made.

     If the debt security is treated as issued with OID, a U.S. holder will be
required to include the amount of the OID in income periodically over the term
of the debt security before receipt of the cash or other payment attributable to
such income and irrespective of such holder's general method of tax accounting.
In particular, a U.S. holder of a debt security must include in gross income, as
interest for United States federal income tax purposes, the sum of the daily
portions of OID with respect to the debt security for each day during the
taxable year or portion of a taxable year in which such holder holds the debt
security ("accrued OID"). The daily portion is determined by allocating to each
day of an accrual period a pro rata portion of an amount equal to the adjusted
issue price of the debt security at the beginning of the accrual period
multiplied by the yield to maturity of the debt security and subtracting from
this product the amount of qualified stated interest allocable to the accrual
period. The adjusted issue price of the debt security at the start of any
accrual period is the issue price of the debt security increased by the accrued
OID for each prior accrual period and decreased by the amount of any payments
previously made with respect to the debt security (other than qualified stated
interest).

Source of Income and Foreign Tax Credits With Respect to Debt Securities of
Energy Finance

     If Canadian withholding taxes are imposed on payments on the debt
securities issued by Energy Finance, the eligibility of a U.S. holder for a
United States foreign tax credit with respect to such taxes may be limited
because, for United States foreign tax credit purposes, such payments would
constitute income from sources within the United States. Interest on the debt
securities will generally constitute "passive income" for United States foreign
tax credit purposes. Moreover, if such Canadian withholding taxes are imposed on
interest payments at a rate that equals or exceeds 5%, such interest income
would constitute "high withholding tax interest" for United States foreign tax
credit purposes. A U.S. holder that does not claim a foreign tax credit may be
entitled to a deduction for United States federal income tax purposes with
respect to any such Canadian withholding taxes. The calculation of foreign tax
credits or deductions involves the application of complex rules that depend on a
holder's particular circumstances. Accordingly, U.S. holders are urged to
consult their tax advisors regarding the creditability or deductibility

                                        60
<PAGE>

of such taxes. For a discussion of the Canadian income tax considerations, see
"Certain Canadian Federal Income Tax Considerations," below.

Debt Securities Purchased at a Market Discount

     A holder will be considered to have purchased a debt security at a "market
discount" if the holder's adjusted basis in the debt security is less than its
stated redemption price at maturity, or in the case of a debt security issued at
a discount, its revised issue price (which has the same meaning as "adjusted
issue price" as defined above), unless such market discount is a de minimis
amount (generally up to 1/4 of 1 percent of the stated redemption price or
revised issue price, as the case may be, on the purchase date multiplied by the
number of complete years to maturity remaining as of such date). In general, any
partial payment of principal on, or gain recognized on the maturity or
disposition of, the debt security will be treated as ordinary income to the
extent that such gain does not exceed the accrued market discount on the
underlying debenture. Alternatively, a holder of a debt security may elect to
include market discount in income currently over the life of the debt security.
Such an election applies to all debt instruments with market discount acquired
by the electing holder on or after the first day of the first taxable year to
which the election applies and may not be revoked without the consent of the
Internal Revenue Service.

     Market discount accrues on a straight-line basis unless the holder elects
to accrue such discount on a constant yield to maturity basis. Such an election
is applicable only to the debt security with respect to which it is made and is
irrevocable. A holder of a debt security that does not elect to include market
discount in income currently generally will be required to defer deductions for
interest on borrowings allocable to such debt security in an amount not
exceeding the accrued market discount on such debt security until the maturity
or disposition of such debt security.

Debt Securities Purchased at a Premium

     A holder will be considered to have purchased a debt security at a premium
if the holder's adjusted basis in the debt security immediately after the
purchase is greater than the amount payable on maturity of the debt security. A
holder may elect to treat such premium as "amortizable bond premium," in which
case the amount of interest required to be included in the holder's income each
year with respect to the interest on the debt security will be reduced by the
amount of the amortizable bond premium allocable (based on the debt security's
yield to maturity) to such year. Any election to amortize bond premium is
applicable to all bonds (other than bonds the interest on which is excludible
from gross income) held by the holder at the beginning of the first taxable year
to which the election applies or thereafter acquired by the holder, and may not
be revoked without the consent of the Internal Revenue Service.

Sale or Exchange of Debt Securities

     A holder will generally recognize taxable gain or loss equal to the
difference between the amount realized on the sale, exchange or other
disposition of the debt security and the holder's adjusted tax basis in such
debt security (subject to the discussion above regarding market discount, which
may be treated as ordinary income). A holder's adjusted tax basis in the debt
security generally will be the initial purchase price paid therefore, increased
by any OID or market discount previously included in income with respect to the
debt security and reduced by any amortizable bond premium. In the case of a
holder other than a corporation, preferential tax rates may apply to gain
recognized on the sale of a debt security if such holder's holding period for
such debt security exceeds one year.

     To the extent the selling price is less than the holder's adjusted tax
basis, the holder will recognize a capital loss. Subject to certain limited
exceptions, capital losses cannot be applied to offset ordinary income for
United States federal income tax purposes.

Other Debt Securities

     Special tax rules may apply to certain types of debt securities including,
but not limited to, debt securities subject to contingencies, variable rate debt
securities and debt securities convertible into equity
                                        61
<PAGE>

of Calpine. The applicable prospectus supplement will discuss any such special
United States federal income tax rules with respect to such debt securities.

Information Reporting and Backup Withholding Tax

     In general, information reporting requirements will apply to payments of
principal, premium, if any, and interest on the debt securities and payments of
the proceeds of the sale of the debt securities, and a backup withholding tax
may apply to such payments if the holder fails to comply with certain
identification requirements. Back-up withholding is currently imposed at a rate
of 30%, which rate is scheduled to be reduced in future years. Any amounts
withheld under the backup withholding rules from a payment to a holder will be
allowed as a credit against such holder's United States federal income tax and
may entitle the holder to a refund, provided that the required information is
furnished to the Internal Revenue Service.

NON-U.S. HOLDERS OF DEBT SECURITIES

     The rules governing United States federal income taxation of a non-U.S.
holder of debt securities are complex and no attempt will be made herein to
provide more than a summary of such rules. Non-U.S. holders should consult with
their own tax advisors to determine the effect of federal, state, local and
foreign income tax laws, as well as treaties, with regard to an investment in
the debt securities, including any reporting requirements.

     This discussion assumes that the debt security or coupon is not subject to
the rules of Section 871(h)(4)(A) of the Internal Revenue Code, relating to
interest payments that are determined by reference to income, profits, changes
in value of property or other attributes of the issuer or a related party.

Interest Income

     Generally, interest income of a non-U.S. holder that is not effectively
connected with a United States trade or business will be subject to a
withholding tax at a 30% rate (or, if applicable, a lower tax rate specified by
a treaty). However, interest income earned on a debt security by a non-U.S.
holder will qualify for the "portfolio interest" exemption and therefore will
not be subject to United States federal income tax or withholding tax, provided
that such interest income is not effectively connected with a United States
trade or business of the non-U.S. holder and provided that (1) the non-U.S.
holder does not actually or constructively own 10% of more of the total combined
voting power of all classes of Calpine stock entitled to vote; (2) the non-U.S.
holder is not a controlled foreign corporation that is related to the issuer or
Calpine through stock ownership; (3) the non-U.S. holder is not a bank which
acquired the debt security in consideration for an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of business;
and (4) either (A) the non-U.S. holder certifies to the payor or the payor's
agent, under penalties of perjury, that it is not a United States person and
provides its name, address, and certain other information on a properly executed
Internal Revenue Service Form W-8BEN or a suitable substitute form or (B) a
securities clearing organization, bank or other financial institution that holds
customer securities in the ordinary course of its trade or business and holds
the debt securities in such capacity, certifies to the payor or the payor's
agent, under penalties of perjury, that such a statement has been received from
the beneficial owner by it or by a financial institution between it and the
beneficial owner, and furnishes the payor or the payor's agent with a copy
thereof. The applicable United States Treasury regulations also provide
alternative methods for satisfying the certification requirements of clause (4),
above. If a non-U.S. holder holds the debt security through certain foreign
intermediaries or partnerships, such holder and the foreign intermediary or
partnership may be required to satisfy certification requirements under
applicable United States Treasury regulations.

     Except to the extent that an applicable income tax treaty otherwise
provides, a non-U.S. holder generally will be taxed with respect to interest in
the same manner as a U.S. holder if the interest is effectively connected with a
United States trade or business of the non-U.S. holder. Effectively connected
interest income received or accrued by a corporate non-U.S. holder may also,
under certain circumstances,

                                        62
<PAGE>

be subject to an additional "branch profits" tax at a 30% rate (or, if
applicable, at a lower tax rate specified by an applicable income tax treaty).
Even though such effectively connected income is subject to income tax, and may
be subject to the branch profits tax, it is not subject to withholding tax if
the non-U.S. holder delivers a properly executed Internal Revenue Service Form
W-8ECI (or successor form) to the payor or the payor's agent.

Sale or Exchange of Debt Securities

     A non-U.S. holder generally will not be subject to United States federal
income tax or withholding tax on any gain realized on the sale, exchange or
other disposition of a debt security unless (1) the gain is effectively
connected with a United States trade or business of the non-U.S. holder, (2) in
the case of a non-U.S. holder who is an individual, such holder is present in
the United States for a period or periods aggregating 183 days or more during
the taxable year of the disposition, and either such holder has a "tax home" in
the United States or the disposition is attributable to an office or other fixed
place of business maintained by such holder in the United States or (3) the
non-U.S. holder is subject to tax pursuant to the provisions of the Internal
Revenue Code applicable to certain United States expatriates.

Information Reporting and Backup Withholding Tax

     United States backup withholding tax will not apply to payments on the debt
securities to a non-U.S. holder if the statement described in clause (4) of
"Interest Income" is duly provided by such holder, provided that the payor does
not have actual knowledge that the holder is a United States person. Information
reporting requirements may apply with respect to interest payments on the debt
securities, in which event the amount of interest paid and tax withheld (if any)
with respect to each non-U.S. holder will be reported annually to the Internal
Revenue Service. Information reporting requirements and backup withholding tax
will not apply to any payment of the proceeds of the sale of debt securities
effected outside the United States by a foreign office of a "broker" as defined
in applicable Treasury regulations (absent actual knowledge that the payee is a
United States person), unless such broker (1) is a United States person as
defined in the Internal Revenue Code, (2) is a foreign person that derives 50%
or more of its gross income for certain periods from the conduct of a trade or
business in the United States, (3) is a controlled foreign corporation for
United States federal income tax purposes or (4) is a foreign partnership with
certain U.S. connections. Payment of the proceeds of any such sale effected
outside the United States by a foreign office of any broker that is described in
the preceding sentence may be subject to backup withholding tax and information
reporting requirements, unless such broker has documentary evidence in its
records that the beneficial owner is a non-U.S. holder and certain other
conditions are met, or the beneficial owner otherwise establishes an exemption.
Payment of the proceeds of any such sale to or through the United States office
of a broker is subject to information reporting and backup withholding
requirements unless the beneficial owner of the debt securities provides the
statement described in clause (4) of "Interest Income" or otherwise establishes
an exemption.

     THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO
THE TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF THE DEBT
SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER
TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL OR OTHER
TAX LAWS.

TAXATION OF DEBT SECURITIES OF ENERGY FINANCE II

     This subsection describes certain material United States federal income tax
consequences of owning and disposing of the debt securities offered by Energy
Finance II. It deals only with debt securities that are due to mature 30 years
or less from the date on which they are issued. The United States federal income
tax consequences of owning and disposing of debt securities that are due to
mature more than 30 years from the date of issue will be discussed in an
applicable prospectus supplement. The discussion regarding United States federal
income tax laws, including the statements regarding the U.S.-Canada double
taxation convention relating to income and capital gains (the "Tax Treaty"),
assumes that any debt
                                        63
<PAGE>

securities will be issued, and transfers thereof and payments thereon will be
made, in accordance with the applicable indenture and deposit agreement.

U.S. HOLDERS OF DEBT SECURITIES

Interest Income

     Subject to the original issue discount rules described below, payments of
interest on the debt securities (including the amount of Canadian tax withheld,
if any) generally will be taxable to a U.S. holder as ordinary interest income
at the time such payments are accrued or received (in accordance with the
holder's regular method of tax accounting).

     A debt security will be treated as issued with original issue discount
("OID") if its stated redemption price at maturity exceeds its issue price by
more than a de minimis amount. Generally, the issue price will be the first
price at which a substantial amount of the debt securities is sold to persons
other than bond houses, brokers or similar persons or organizations acting in
the capacity of underwriters, placement agents or wholesalers. A debt security's
stated redemption price at maturity is the total of all payments on the debt
security that are not payments of qualified stated interest. An interest payment
is qualified stated interest if it is one of a series of stated interest
payments that are unconditionally payable at least annually at a single fixed
rate.

     A debt security is not treated as issued with OID if the OID, i.e., if the
excess of the stated redemption price at maturity of a debt security over its
issue price, is de minimis. For this purpose the amount of OID is de minimis if
it does not exceed the product of 0.25 percent of the stated redemption price at
maturity multiplied by the number of complete years to maturity. If the debt
security has de minimis OID, a holder must generally include the de minimis
amount in income (as capital gain) when stated principal payments are made.

     If the debt security is treated as issued with OID, a U.S. holder will be
required to include the amount of the OID in income periodically over the term
of the debt security before receipt of the cash or other payment attributable to
such income and irrespective of such holder's general method of tax accounting.
In particular, a U.S. holder of a debt security must include in gross income, as
interest for United States federal income tax purposes, the sum of the daily
portions of OID with respect to the debt security for each day during the
taxable year or portion of a taxable year in which such holder holds the debt
security ("accrued OID"). The daily portion is determined by allocating to each
day of an accrual period a pro rata portion of an amount equal to the adjusted
issue price of the debt security at the beginning of the accrual period
multiplied by the yield to maturity of the debt security and subtracting from
this product the amount of qualified stated interest allocable to the accrual
period. The adjusted issue price of the debt security at the start of any
accrual period is the issue price of the debt security increased by the accrued
OID for each prior accrual period and decreased by the amount of any payments
previously made with respect to the debt security (other than qualified stated
interest).

Source of Income and Foreign Tax Credits With Respect to Debt Securities of
Energy Finance II

     If Canadian withholding taxes are imposed on payments on the debt
securities issued by Energy Finance II, a U.S. holder may be eligible for a
United States foreign tax credit with respect to such taxes. The interest
payments will be foreign source income and will generally constitute "passive
income" for foreign tax credit purposes. Moreover, if Canadian withholding taxes
are imposed on the interest payments at a rate that equals or exceeds 5%, such
interest income would constitute "high withholding tax interest" for United
States foreign tax credit purposes. A U.S. holder who is entitled under the Tax
Treaty to a refund of Canadian tax, if any, withheld on interest on the debt
securities will not be entitled to claim a foreign tax credit with respect to
such withheld tax. A U.S. holder that does not claim a foreign tax credit may be
entitled to a deduction for United States federal income tax purposes with
respect to any such Canadian withholding taxes. The calculation of foreign tax
credits or deductions involves the application of complex rules that depend on a
holder's particular circumstances. Accordingly, U.S. holders are urged to

                                        64
<PAGE>

consult their tax advisors regarding the creditability or deductibility of such
taxes. For a discussion of the Canadian income tax considerations, see "Certain
Canadian Federal Income Tax Considerations," below.

Debt Securities Purchased at a Market Discount

     A holder will be considered to have purchased a debt security at a "market
discount" if the holder's adjusted basis in the debt security is less than its
stated redemption price at maturity, or in the case of a debt security issued at
a discount, its revised issue price (which has the same meaning as "adjusted
issue price" as defined above), unless such market discount is a de minimis
amount (generally up to 1/4 of 1 percent of the stated redemption price or
revised issue price, as the case may be, on the purchase date multiplied by the
number of complete years to maturity remaining as of such date). In general, any
partial payment of principal on, or gain recognized on the maturity or
disposition of, the debt security will be treated as ordinary income to the
extent that such gain does not exceed the accrued market discount on the
underlying debenture. Alternatively, a holder of a debt security may elect to
include market discount in income currently over the life of the debt security.
Such an election applies to all debt instruments with market discount acquired
by the electing holder on or after the first day of the first taxable year to
which the election applies and may not be revoked without the consent of the
Internal Revenue Service.

     Market discount accrues on a straight-line basis unless the holder elects
to accrue such discount on a constant yield to maturity basis. Such an election
is applicable only to the debt security with respect to which it is made and is
irrevocable. A holder of a debt security that does not elect to include market
discount in income currently generally will be required to defer deductions for
interest on borrowings allocable to such debt security in an amount not
exceeding the accrued market discount on such debt security until the maturity
or disposition of such debt security.

Debt Securities Purchased at a Premium

     A holder will be considered to have purchased the debt security at a
premium if the holder's adjusted basis in the debt security immediately after
the purchase is greater than the amount payable on maturity of the debt
security. A holder may elect to treat such premium as "amortizable bond
premium," in which case the amount of interest required to be included in the
holder's income each year with respect to the interest on the debt security will
be reduced by the amount of the amortizable bond premium allocable (based on the
debt security's yield to maturity) to such year. Any election to amortize bond
premium is applicable to all bonds (other than bonds the interest on which is
excludible from gross income) held by the holder at the beginning of the first
taxable year to which the election applies or thereafter acquired by the holder,
and may not be revoked without the consent of the Internal Revenue Service.

Sale or Exchange of Debt Securities

     A holder will generally recognize taxable gain or loss equal to the
difference between the amount realized on the sale, exchange or other
disposition of the debt security and the holder's adjusted tax basis in such
debt security (subject to the discussion above regarding market discount, which
may be treated as ordinary income). A holder's adjusted tax basis in the debt
security generally will be the initial purchase price paid therefore, increased
by any OID or market discount previously included in income with respect to the
debt security and reduced by any amortizable bond premium. In the case of a
holder other than a corporation, preferential tax rates may apply to gain
recognized on the sale of a debt security if such holder's holding period for
such debt security exceeds one year.

     To the extent the selling price is less than the holder's adjusted tax
basis, the holder will recognize a capital loss. Subject to certain limited
exceptions, capital losses cannot be applied to offset ordinary income for
United States federal income tax purposes.

Other Debt Securities

     Special tax rules may apply to certain types of debt securities including,
but not limited to, debt securities subject to contingencies, variable rate debt
securities and debt securities convertible into equity
                                        65
<PAGE>

of Calpine. The applicable prospectus supplement will discuss any such special
United States federal income tax rules with respect to such debt securities.

Information Reporting and Backup Withholding Tax

     In general, information reporting requirements and backup withholding will
not apply to payments of principal, premium, if any, and interest on the debt
securities and payments of the proceeds of the sale of the debt securities if
all actions necessary to effect such payments are completed outside the United
States. If any such actions are effected within the United States or if payments
are made by transfer to an account maintained by the payee in the United States
or by mail to a United States address, information reporting and a backup
withholding tax may apply to such payments if the holder fails to comply with
certain identification requirements. Back-up withholding is currently imposed at
a rate of 30%, which rate is scheduled to be reduced in future years. Any
amounts withheld under the backup withholding rules from a payment to a holder
will be allowed as a credit against such holder's United States federal income
tax and may entitle the holder to a refund, provided that the required
information is furnished to the Internal Revenue Service.

     THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO
THE TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF THE DEBT
SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER
TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL OR OTHER
TAX LAWS.

                                        66
<PAGE>

               CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

     THE DISCUSSION BELOW IS INTENDED TO BE A GENERAL DESCRIPTION ONLY OF
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS APPLICABLE TO THE OWNERSHIP
AND DISPOSITION OF DEBT SECURITIES OF ENERGY FINANCE OR ENERGY FINANCE II
ACQUIRED PURSUANT TO THIS OFFERING, AND IS NOT INTENDED TO BE, NOR SHOULD IT BE
CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR PURCHASER (AS DEFINED
BELOW). ACCORDINGLY, PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THE CANADIAN FEDERAL AND PROVINCIAL TAX CONSEQUENCES OF
AN INVESTMENT IN THE DEBT SECURITIES.

     In the opinion of McCarthy Tetrault LLP, Canadian tax counsel to Energy
Finance and Energy Finance II, the following is a summary of the principal
Canadian federal income tax considerations generally applicable under the Income
Tax Act (Canada) (the "Tax Act") to a person (a "Purchaser") who acquires
beneficial ownership of debt securities of Energy Finance or Energy Finance II
pursuant to this offering and who for purposes of the Tax Act, and at all
relevant times, is not resident or deemed to be resident in Canada, deals at
arm's length with the issuer of the debt securities, and does not use or hold,
and is not deemed to use or hold, the debt securities in carrying on business in
Canada. For purposes of the Tax Act, related persons (as defined therein) are
deemed not to deal at arm's length, and it is a question of fact whether persons
not related to each other deal at arm's length.

     This summary is based on the current provisions of the Tax Act and the
Regulations thereunder (the "Regulations") in force on the date hereof, specific
proposals (the "Tax Proposals") to amend the Tax Act or the Regulations publicly
announced by the Minister of Finance prior to the date hereof, and counsel's
understanding of the current published administrative and assessing practices of
the Canada Customs and Revenue Agency (the "CCRA"). This summary is not
exhaustive of all possible Canadian income tax consequences and, except for the
Tax Proposals, does not take into account or anticipate any changes in law or
changes in the administrative and assessing practices of the CCRA, whether by
legislative, governmental or judicial action, nor does it take into account
income tax laws or considerations of any province or territory of Canada or any
jurisdiction other than Canada. No assurance can be given that the Tax Proposals
will become law in their present form or at all.

     The summary assumes that no interest payable on the debt securities will be
contingent or dependent on the use of or production from property in Canada or
computed by reference to revenue, profit, cash flow, commodity price or any
other similar criteria or by reference to dividends paid or payable to
shareholders of any class of shares of the capital stock of a corporation.

     The payment of interest, premium, if any, and principal by Energy Finance
or Energy Finance II on the debt securities of a particular series to such a
Purchaser will be exempt from Canadian non-resident withholding tax under the
Tax Act, provided that the terms of the debt securities of that particular
series do not require the issuer thereof to repay more than 25% of the principal
amount payable thereunder before the fifth anniversary of the date of issue of
that particular series of debt securities. If the terms of the debt securities
of a particular series do require the issuer to repay more than 25% of the
principal amount thereof before the fifth anniversary of the date of issue
thereof, or if a Purchaser thereof does not deal at arm's length with the
issuer, the payment of interest thereon will be subject to Canadian non-
resident withholding tax under the Tax Act at a rate of 25% thereof (or, if
applicable, such lower rate as is specified by a tax treaty between Canada and
the Purchaser's country of residence).

     No other tax on income (including capital gains) will be payable under the
Tax Act in respect of the holding, repayment, redemption or disposition of the
debt securities, or the receipt of interest, premium, if any, or principal
thereon by a Purchaser, except that in certain circumstances a non-resident
insurer carrying on business in Canada and elsewhere in respect of which the
debt securities are designated insurance property for purposes of the Tax Act,
may be subject to such taxes.

                                        67
<PAGE>

                                 LEGAL MATTERS

     The validity of the securities offered hereby by Calpine, including the
guarantees of Calpine issued in connection with the issuance of debt securities
by Energy Finance and Energy Finance II and in connection with the issuance of
the trust preferred securities by Trust IV and Trust V, will be passed upon for
us by Covington & Burling, New York, New York. Hilary Prescott is a member of
the Boards of Directors of three wholly-owned subsidiaries of Calpine, each of
which is also an affiliate of Energy Finance, Energy Finance II, Trust IV and
Trust V, and is also a partner in the law firm of Covington & Burling. The
validity of the debt securities and warrants of Energy Finance and Energy
Finance II offered hereby will be passed upon for us by Covington & Burling, New
York, New York and by Stewart McKelvey Stirling Scales, Halifax, Nova Scotia,
Canada. The validity of the trust preferred securities to be issued by Trust IV
and Trust V, the enforceability of the declarations of trust and the creation of
Trust IV and Trust V will be passed upon for us by Richards, Layton and Finger,
P.A., Wilmington, Delaware. Any underwriters will be represented by Skadden,
Arps, Slate, Meagher & Flom LLP, New York, New York.

                                    EXPERTS

     Our audited financial statements incorporated by reference in this
prospectus and elsewhere in the registration statement of which this prospectus
is a part have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports. The report of Ernst and Young LLP, independent public accountants,
with respect to the audited financial statements of Encal Energy Ltd., which is
incorporated in this prospectus by reference to our Current Report on Form 8-K,
dated September 10, 2001, is included herein in reliance upon the authority of
said firm as experts in giving said report.

                                        68
<PAGE>

                                 [CALPINE LOGO]
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the costs and expenses payable by Calpine
Corporation ("Calpine") in connection with sales of the securities being
registered. All amounts are estimates except the SEC registration statement
filing fee.

<Table>
<S>                                                           <C>
SEC Registration Statement filing fee.......................  $  186,650
Legal fees and expenses.....................................     500,000
Accounting fees and expenses................................     144,500
Trustee's fees and expenses (including counsel fees)........     120,000
Printing fees...............................................     450,000
Transfer agent fees.........................................      12,000
Miscellaneous...............................................       6,850
                                                              ----------
  Total.....................................................  $1,420,000
                                                              ==========
</Table>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

CALPINE CORPORATION

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceedings, whether civil, criminal,
administrative or investigative (other than action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.

     In accordance with the Delaware Law, the certificate of incorporation of
Calpine contains a provision to limit the personal liability of the directors of
Calpine for violations of their fiduciary duty. This provision eliminates each
director's liability to Calpine or its stockholders for monetary damages except
(i) for any breach of the director's duty of loyalty to Calpine or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware Law providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions, or (iv) for any
transaction from which a director derived an improper personal benefit. The
effect of this provision is to eliminate the personal liability of directors for
monetary damages for actions involving a breach of their fiduciary duty of care,
including any such actions involving gross negligence.

     Article Ten of the bylaws of Calpine provides for indemnification of the
officers and directors of Calpine to the fullest extent permitted by applicable
law.

     Calpine has entered into indemnification agreements with its directors and
officers. These agreements provide substantially broader indemnity rights than
those provided under the Delaware Law and the

                                       II-1
<PAGE>

Calpine's bylaws. The indemnification agreements are not intended to deny or
otherwise limit third-party or derivative suits against Calpine or its directors
or officers, but if a director or officer were entitled to indemnity or
contribution under the indemnification agreement, the financial burden of a
third-party suit would be borne by Calpine, and Calpine would not benefit from
derivative recoveries against the director or officer. Such recoveries would
accrue to the benefit of Calpine but would be offset by Calpine's obligations to
the director or officer under the indemnification agreement. In addition, the
directors of Calpine are insured under officers and directors liability
insurance policies.

CALPINE CANADA ENERGY FINANCE ULC

     Every director or officer, former director or officer, or person who acts
or acted at the request of Calpine Canada Energy Finance ULC, as a director or
officer of Calpine Canada Energy Finance ULC, a body corporate, partnership or
other association of which Calpine Canada Energy Finance ULC is or was a
shareholder, partner, member or creditor, and the heirs and legal
representatives of such person, in the absence of any dishonesty on the part of
such person, shall be indemnified by Calpine Canada Energy Finance ULC against
all costs, losses and expenses, including an amount paid to settle an action or
claim or satisfy a judgment, that such person may incur or become liable to pay
in respect of any claim made against such person or civil, criminal or
administrative action or proceeding to which such person is made a party by
reason of being or having been a director or officer of Calpine Canada Energy
Finance ULC.

CALPINE CANADA ENERGY FINANCE II ULC

     Every director or officer, former director or officer, or person who acts
or acted at the request of Calpine Canada Energy Finance II ULC, as a director
or officer of Calpine Canada Energy Finance II ULC, a body corporate,
partnership or other association of which Calpine Canada Energy Finance II ULC
is or was a shareholder, partner, member or creditor, and the heirs and legal
representatives of such person, in the absence of any dishonesty on the part of
such person, shall be indemnified by Calpine Canada Energy Finance II ULC
against all costs, losses and expenses, including an amount paid to settle an
action or claim or satisfy a judgment, that such person may incur or become
liable to pay in respect of any claim made against such person or civil,
criminal or administrative action or proceeding to which such person is made a
party by reason of being or having been a director or officer of Calpine Canada
Energy Finance II ULC.

CALPINE CAPITAL TRUST IV AND CALPINE CAPITAL TRUST V

     In each of the Declarations of Trust of Calpine Capital Trust IV and
Calpine Capital Trust V (each, a "Trust"), Calpine, as Depositor, agrees to
indemnify, defend and hold harmless the trustees of the applicable Trust, and
any of the officers, directors, employees and agents of those trustees
(collectively, the "Indemnified Persons"), from and against any and all losses,
damages, liabilities, claims, actions, suits, costs, expenses, disbursements
(including the reasonable fees and expenses of counsel), taxes and penalties of
any kind and nature whatsoever (collectively, "Expenses"), to the extent that
such Expenses arise out of or are imposed upon or asserted at any time against
such Indemnified Persons with respect to the performance of the applicable
Declaration of Trust, the creation, operation or termination of the applicable
Trust or the transactions contemplated by the applicable Declaration of Trust;
provided, however, that Calpine is not required to indemnify any Indemnified
Person for any Expenses that are a result of the willful misconduct, bad faith
or gross negligence of such Indemnified Person.

                                       II-2
<PAGE>

ITEM 16. EXHIBITS.

<Table>
<Caption>
    EXHIBIT
    NUMBER                             DESCRIPTION
    -------                            -----------
    <C>        <S>
      *1.1     Form of Underwriting Agreement with respect to Common Stock,
               Preferred Stock and Debt Securities of Calpine Corporation
      +1.2     Form of Underwriting Agreement with respect to Units,
               Purchase Contracts, Warrants and Depositary Shares of
               Calpine Corporation
      +1.3     Form of Underwriting Agreement with respect to securities of
               Calpine Canada Energy Finance ULC
      +1.4     Form of Underwriting Agreement with respect to securities of
               Calpine Canada Energy Finance II ULC
      *1.5     Form of Underwriting Agreement with respect to securities of
               Calpine Capital Trust IV ("Trust IV") and Calpine Capital
               Trust V ("Trust V")
       3.1     Amended and Restated Certificate of Incorporation of Calpine
               Corporation(a)
       3.2     Certificate of Correction of Calpine Corporation(b)
       3.3     Certificate of Amendment of Amended and Restated Certificate
               of Incorporation of Calpine Corporation(c)
       3.4     Certificate of Designation of Series A Participating
               Preferred Stock of Calpine Corporation(b)
       3.5     Amendment to Certificate of Designation of Series A
               Participating Preferred Stock of Calpine Corporation(b)
       3.6     Amendment to Certificate of Designation of Series A
               Participating Preferred Stock of Calpine Corporation(c)
       3.7     Certificate of Designation of Special Voting Preferred Stock
               of Calpine Corporation(d)
       3.8     Amended and Restated By-laws of Calpine Corporation(e)
       3.9     Memorandum of Association of Calpine Canada Energy Finance
               ULC(f)
       3.10    Articles of Association of Calpine Canada Energy Finance
               ULC(f)
       3.11    Memorandum of Association of Calpine Canada Energy Finance
               II ULC(g)
       3.12    Articles of Association of Calpine Canada Energy Finance II
               ULC(g)
      *4.1     Indenture dated August 10, 2000 between Calpine Corporation
               and Wilmington Trust Company, as Trustee
       4.2     Indenture dated as of April 25, 2001 between Calpine Canada
               Energy Finance ULC and Wilmington Trust Company, as
               Trustee(h)
       4.3     Guarantee Agreement dated as of April 25, 2001 between
               Calpine Corporation and Wilmington Trust Company, as
               Trustee, with respect to debt securities of Calpine Canada
               Energy Finance ULC(i)
       4.4     Amended and Restated Indenture dated as of October 16, 2001
               between Calpine Canada Energy Finance ULC and Wilmington
               Trust Company, as Trustee(i)
       4.5     First Amendment to Guarantee Agreement dated as of October
               16, 2001 between Calpine Canada and Wilmington Trust
               Company, as Trustee(i)
       4.6     Indenture dated as of October 18, 2001 between Calpine
               Canada Energy Finance II ULC and Wilmington Trust Company,
               as Trustee(i)
       4.7     Guarantee Agreement dated as of October 18, 2001 between
               Calpine Corporation and Wilmington Trust Company, as
               Trustee, with respect to debt securities of Calpine Canada
               Energy Finance ULC II(i)
       4.8     First Amendment to Guarantee Agreement dated as of October
               18, 2001 between Calpine Corporation and Wilmington Trust
               Company, as Trustee(i)
       4.9     Amended and Restated Rights Agreement, dated as of September
               19, 2001 between Calpine Corporation and EquiServe Trust
               Company, N.A., as Rights Agent(j)
      *4.10    Declaration of Trust of Calpine Capital Trust IV ("Trust
               IV")
      *4.11    Declaration of Trust of Calpine Capital Trust V ("Trust V")
      +4.12    Form of Amended and Restated Declaration of Trust
</Table>

                                       II-3
<PAGE>

<Table>
<Caption>
    EXHIBIT
    NUMBER                             DESCRIPTION
    -------                            -----------
    <C>        <S>
      *4.13    Certificate of Trust of Trust IV, filed January 10, 2002
      *4.14    Certificate of Trust of Trust V, filed January 10, 2002
      *4.15    Form of Preferred Securities Guarantee Agreement between
               Calpine Corporation, as Guarantor and Wilmington Trust
               Company, as Guarantee Trustee with respect to Trust IV and
               Trust V
      +4.16    Form of Forward Purchase Contract Agreement
      +4.17    Form of Pledge Agreement
      +4.18    Form of Remarketing Agreement
      *4.19    Form of Deposit Agreement
      *4.20    Form of Depositary Receipt (included in Exhibit 4.19)
      +5.1     Opinion of Covington & Burling
      +5.2     Opinion of Richards, Layton & Finger, P.A. with respect to
               Trust IV
      +5.3     Opinion of Richards, Layton & Finger, P.A. with respect to
               Trust V
      +8.1     Opinion of Covington & Burling as to certain U.S. federal
               tax matters
      +8.2     Opinion of McCarthy Tetrault LLP as to certain Canadian
               federal tax matters
     *12.1     Statement Regarding Computation of Ratios
     *23.1     Consent of Arthur Andersen LLP, independent public
               accountants
     +23.2     Consent of Covington & Burling (included in Exhibit 5.1 and
               8.1)
     +23.3     Consent of McCarthy Tetrault LLP (included in Exhibit 8.2)
     *23.4     Consent of Ernst and Young LLP, independent chartered
               accountants
     *24.1     Power of Attorney of Officers and Directors of Calpine (see
               pages II-7 and II-8)
     *24.2     Power of Attorney of Officers and Directors of Calpine
               Canada Energy Finance ULC (see pages II-9 and II-10)
     *24.3     Power of Attorney of Officers and Directors of Calpine
               Canada Energy Finance II ULC (see pages II-11 and II-12)
     *25.1     Form T-1 Statement of Eligibility under the Trust Indenture
               Act of 1939, as amended, of Wilmington Trust Company, as
               Trustee under the Calpine Corporation Indenture
     *25.2     Form T-1 Statements of Eligibility under the Trust Indenture
               Act of 1939, as amended, of Wilmington Trust Company, as
               Trustee with respect to the Calpine Canada Energy Finance
               ULC Indenture and the Calpine/Calpine Canada Energy Finance
               ULC Guarantee
     *25.3     Form T-1 Statements of Eligibility under the Trust Indenture
               Act of 1939, as amended, of Wilmington Trust Company, as
               Trustee with respect to the Calpine Canada Energy Finance II
               ULC Indenture and the Calpine/Calpine Canada Energy Finance
               II ULC Guarantee
     +25.4     Form T-1 Statement of Eligibility under the Trust Indenture
               Act of 1939, as amended, of Wilmington Trust Company, as
               Trustee under the Form of Amended and Restated Declaration
               of Trust of Calpine Capital Trust IV relating to the Trust
               Preferred Securities
     +25.5     Form T-1 Statement of Eligibility under the Trust Indenture
               Act of 1939, as amended, of Wilmington Trust Company, as
               Trustee under the Form of Amended and Restated Declaration
               of Trust of Calpine Capital Trust V relating to the Trust
               Preferred Securities
     +25.6     Form T-1 Statement of Eligibility under the Trust Indenture
               Act of 1939, as amended, of Wilmington Trust Company, as
               Trustee under the Form of Guarantee Agreement of Calpine
               Corporation relating to the Trust Preferred Securities of
               Calpine Capital Trust IV
     +25.7     Form T-1 Statement of Eligibility under the Trust Indenture
               Act of 1939, as amended, of Wilmington Trust Company, as
               Trustee under the Form of Guarantee Agreement of Calpine
               Corporation relating to the Trust Preferred Securities of
               Calpine Capital Trust V
</Table>

---------------
 *  Filed herewith.

 +  To be filed by amendment.

                                       II-4
<PAGE>

(a) Incorporated by reference to Calpine Corporation's Registration Statement on
    Form S-3 (Registration No. 333-40652) filed with the SEC on June 30, 2000.

(b) Incorporated by reference to Calpine Corporation's Annual Report on Form
    10-K for the year ended December 21, 2000, filed with the SEC on March 15,
    2001.

(c) Incorporated by reference to Calpine Corporation's Registration Statement on
    Form S-3 (Registration No. 333-66078) filed with the SEC on July 27, 2001.

(d) Incorporated by reference to Calpine Corporation's Quarterly Report on Form
    10-Q dated March 31, 2001 and filed on May 15, 2001 (File No. 001-12079).

(e) Incorporated by reference to Calpine Corporation's Registration Statement on
    Form S-3/A (Registration No. 333-67446) filed with the SEC on September 20,
    2001.

(f) Incorporated by reference to Calpine Corporation's Registration Statement on
    Form S-3 (Registration No. 333-57338) filed with the SEC on March 21, 2001.

(g) Incorporated by reference to Calpine Corporation's Registration Statement on
    Form S-3 (Registration No. 333-67446) filed with the SEC on August 14, 2001.

(h) Incorporated by reference to Calpine Corporation's Registration Statement on
    Form S-3/A (Registration No. 333-57338) filed with the SEC on April 19,
    2001.

(i) Incorporated by reference to Calpine Corporation's Current Report on Form
    8-K dated October 16, 2001 and filed with the SEC on November 13, 2001.

(j) Incorporated by reference to Calpine Corporation's Registration Statement on
    Form 8-A/A filed with the SEC on September 28, 2001.

ITEM 17. UNDERTAKINGS

     The undersigned registrants hereby undertake:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

             (i) to include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

             (ii) to reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than 20 percent change in
        the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement;

             (iii) to include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the registrants
     pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
     by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each post-effective amendment shall be deemed to be
     a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

                                       II-5
<PAGE>

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

          (4) If any of the registrants is a foreign private issuer, to file a
     post-effective amendment to the registration statement to include any
     financial statements required by Item 8.A. of Form 20-F at the start of any
     delayed offering or throughout a continuous offering. Financial statements
     and information otherwise required by Section 10(a)(3) of the Act need not
     be furnished, provided, that the registrants include in the prospectus, by
     means of a post-effective amendment, financial statements required pursuant
     to this paragraph (a)(4) and other information necessary to ensure that all
     other information in the prospectus is at least as current as the date of
     those financial statements. Notwithstanding the foregoing, with respect to
     registration statements on Form F-3, a post-effective amendment need not be
     filed to include financial statements and information required by Section
     10(a)(3) of the Act or Rule 3-19 of this chapter if such financial
     statements and information are contained in periodic reports filed with or
     furnished to the Commission by the registrant pursuant to Section 13 or
     Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
     by reference in the Form F-3.

          (5) That, for purposes of determining any liability under the
     Securities Act of 1933, the information omitted from the form of prospectus
     filed as part of this registration statement in reliance upon Rule 430A and
     contained in a form of prospectus filed by the registrant pursuant to Rule
     424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
     part of this registration statement as of the time it was declared
     effective.

          (6) That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of Calpine Corporation's annual report
     pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
     of 1934 (and, where applicable, each filing of an employee benefit plan's
     annual report pursuant to Section 15(d) of the Securities Exchange Act of
     1934) that is incorporated by reference in the registration statement shall
     be deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

          (7) To file an application for the purpose of determining the
     eligibility of any trustee to act under subsection (a) of Section 310 of
     the Trust Indenture Act in accordance with the rules and regulations
     prescribed by the Securities and Exchange Commission under Section
     305(b)(2) of the Trust Indenture Act.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrants of expenses incurred or
paid by a director, officer or controlling person of the registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                       II-6
<PAGE>

                                   SIGNATURES

                              CALPINE CORPORATION

     Pursuant to the requirements of the Securities Act of 1933, Calpine
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on this 15th day
of January, 2002.

                                          CALPINE CORPORATION

                                          By        /s/ ANN B. CURTIS
                                            ------------------------------------
                                                       Ann B. Curtis
                                                Executive Vice President and
                                                  Chief Financial Officer

                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Calpine Corporation do
hereby constitute and appoint Peter Cartwright and Ann B. Curtis, and each of
them, the lawful attorney and agent or attorneys and agents with power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, determine may be
necessary or advisable or required to enable Calpine Corporation to comply with
the Securities Exchange Act of 1934, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
registration statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this registration statement or amendments or supplements thereto, and
each of the undersigned hereby ratifies and confirms all that said attorneys and
agents, or either of them, shall do or cause to be done by virtue hereof. This
Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated opposite the name.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
registration statement has been signed below by the following persons on behalf
of Calpine Corporation and in the capacities and on the dates indicated.

<Table>
<Caption>
                      SIGNATURE                                    TITLE                     DATE
                      ---------                                    -----                     ----
<S>                                                    <C>                             <C>
                /s/ PETER CARTWRIGHT                     Chairman, President, Chief    January 15, 2002
-----------------------------------------------------  Executive Officer and Director
                  Peter Cartwright                     (Principal Executive Officer)

                  /s/ ANN B. CURTIS                      Executive Vice President,     January 15, 2002
-----------------------------------------------------   Chief Financial Officer and
                    Ann B. Curtis                      Director (Principal Financial
                                                                  Officer)

              /s/ CHARLES B. CLARK, JR.                  Senior Vice President and     January 15, 2002
-----------------------------------------------------       Corporate Controller
                Charles B. Clark, Jr.                  (Principal Accounting Officer)

                                                                  Director
-----------------------------------------------------
                   Kenneth T. Derr
</Table>

                                       II-7
<PAGE>

<Table>
<Caption>
                      SIGNATURE                                    TITLE                     DATE
                      ---------                                    -----                     ----
<S>                                                    <C>                             <C>
                /s/ JEFFREY E. GARTEN                             Director             January 15, 2002
-----------------------------------------------------
                  Jeffrey E. Garten

                /s/ GERALD GREENWALD                              Director             January 15, 2002
-----------------------------------------------------
                  Gerald Greenwald

                 /s/ SUSAN C. SCHWAB                              Director             January 15, 2002
-----------------------------------------------------
                   Susan C. Schwab

               /s/ GEORGE J. STATHAKIS                            Director             January 15, 2002
-----------------------------------------------------
                 George J. Stathakis

                 /s/ JOHN O. WILSON                               Director             January 15, 2002
-----------------------------------------------------
                   John O. Wilson
</Table>

                                       II-8
<PAGE>

                                   SIGNATURES

                       CALPINE CANADA ENERGY FINANCE ULC

     Pursuant to the requirements of the Securities Act of 1933, Calpine Canada
Energy Finance ULC certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Calgary, Province of Alberta, on this 15th day
of January, 2002.

                                          CALPINE CANADA ENERGY FINANCE ULC

                                          By        /s/ DANIEL ALLARD
                                            ------------------------------------
                                                       Daniel Allard
                                                       Vice President

                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Calpine Canada Energy
Finance ULC do hereby constitute and appoint Peter Cartwright, Ann B. Curtis and
Daniel Allard, and each of them, the lawful attorney and agent or attorneys and
agents with power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, or either of them,
determine may be necessary or advisable or required to enable Calpine Canada
Energy Finance ULC to comply with the Securities Exchange Act of 1934, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this registration statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this registration statement
or amendments or supplements thereto, and each of the undersigned hereby
ratifies and confirms all that said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated opposite the name.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
registration statement has been signed below by the following persons on behalf
of Calpine Canada Energy Finance ULC and in the capacities and on the dates
indicated.

<Table>
<Caption>
                      SIGNATURE                                    TITLE                     DATE
                      ---------                                    -----                     ----
<S>                                                    <C>                             <C>
                                                        Vice President and Director
-----------------------------------------------------
                   Robert McManus

                  /s/ DANIEL ALLARD                     Vice President and Director    January 15, 2002
-----------------------------------------------------
                    Daniel Allard

                /s/ PETER CARTWRIGHT                       President and Director      January 15, 2002
-----------------------------------------------------  (Principal Executive Officer)
                  Peter Cartwright

                  /s/ ANN B. CURTIS                    Vice President, Secretary and   January 15, 2002
-----------------------------------------------------             Director
                    Ann B. Curtis                         (Principal Financial and
                                                            Accounting Officer)
</Table>

                                       II-9
<PAGE>

<Table>
<Caption>
                      SIGNATURE                                    TITLE                     DATE
                      ---------                                    -----                     ----
<S>                                                    <C>                             <C>
                /s/ ARTHUR MACNICHOL                    Vice President and Director    January 15, 2002
-----------------------------------------------------
                  Arthur MacNichol

            Authorized Representative in                                               January 15, 2002
                  the United States
                  /s/ ANN B. CURTIS
-----------------------------------------------------
                    Ann B. Curtis
              Authorized Representative
</Table>

                                      II-10
<PAGE>

                                   SIGNATURES

                      CALPINE CANADA ENERGY FINANCE II ULC

     Pursuant to the requirements of the Securities Act of 1933, Calpine Canada
Energy Finance II ULC certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Calgary, Province of Alberta, on this 15th day
of January, 2002.

                                          CALPINE CANADA ENERGY FINANCE II ULC

                                          By        /s/ DANIEL ALLARD
                                            ------------------------------------
                                                       Daniel Allard
                                                       Vice President

                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of Calpine Canada Energy
Finance II ULC do hereby constitute and appoint Peter Cartwright, Ann B. Curtis
and Daniel Allard, and each of them, the lawful attorney and agent or attorneys
and agents with power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, or either of
them, determine may be necessary or advisable or required to enable Calpine
Canada Energy Finance II ULC to comply with the Securities Exchange Act of 1934,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this registration statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this registration statement
or amendments or supplements thereto, and each of the undersigned hereby
ratifies and confirms all that said attorneys and agents, or either of them,
shall do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated opposite the name.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
registration statement has been signed below by the following persons on behalf
of Calpine Canada Energy Finance II ULC and in the capacities and on the dates
indicated.

<Table>
<Caption>
                      SIGNATURE                                    TITLE                     DATE
                      ---------                                    -----                     ----
<S>                                                    <C>                             <C>
                                                        Vice President and Director
-----------------------------------------------------
                   Robert McManus

                  /s/ DANIEL ALLARD                     Vice President and Director    January 15, 2002
-----------------------------------------------------
                    Daniel Allard

                /s/ PETER CARTWRIGHT                       President and Director      January 15, 2002
-----------------------------------------------------  (Principal Executive Officer)
                  Peter Cartwright

                  /s/ ANN B. CURTIS                    Vice President, Secretary and   January 15, 2002
-----------------------------------------------------             Director
                    Ann B. Curtis                         (Principal Financial and
                                                            Accounting Officer)
</Table>

                                      II-11
<PAGE>

<Table>
<Caption>
                      SIGNATURE                                    TITLE                     DATE
                      ---------                                    -----                     ----
<S>                                                    <C>                             <C>
                /s/ ARTHUR MACNICHOL                    Vice President and Director    January 15, 2002
-----------------------------------------------------
                  Arthur MacNichol

            Authorized Representative in                                               January 15, 2002
                  the United States
                  /s/ ANN B. CURTIS
-----------------------------------------------------
                    Ann B. Curtis
              Authorized Representative
</Table>

                                      II-12
<PAGE>

                                   SIGNATURES

              CALPINE CAPITAL TRUST IV AND CALPINE CAPITAL TRUST V

     Pursuant to the requirements of the Securities Act of 1933, each of Calpine
Capital Trust IV and Calpine Capital Trust V certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of San Jose, State of
California, on this 15th day of January, 2002.

                                          CALPINE CAPITAL TRUST IV,
                                          By Calpine Corporation, as Depositor

                                          By        /s/ ANN B. CURTIS
                                            ------------------------------------
                                                       Ann B. Curtis
                                                Executive Vice President and
                                                  Chief Financial Officer

                                          CALPINE CAPITAL TRUST V,
                                          By Calpine Corporation, as Depositor

                                          By        /s/ ANN B. CURTIS
                                            ------------------------------------
                                                       Ann B. Curtis
                                                Executive Vice President and
                                                  Chief Financial Officer

                                      II-13
<PAGE>

                               INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<C>       <S>
  *1.1    Form of Underwriting Agreement with respect to Common Stock,
          Preferred Stock and Debt Securities of Calpine Corporation
  +1.2    Form of Underwriting Agreement with respect to Units,
          Purchase Contracts, Warrants and Depositary Shares of
          Calpine Corporation
  +1.3    Form of Underwriting Agreement with respect to securities of
          Calpine Canada Energy Finance ULC
  +1.4    Form of Underwriting Agreement with respect to securities of
          Calpine Canada Energy Finance II ULC
  *1.5    Form of Underwriting Agreement with respect to securities of
          Calpine Capital Trust IV ("Trust IV") and Calpine Capital
          Trust V ("Trust V")
   3.1    Amended and Restated Certificate of Incorporation of Calpine
          Corporation(a)
   3.2    Certificate of Correction of Calpine Corporation(b)
   3.3    Certificate of Amendment of Amended and Restated Certificate
          of Incorporation of Calpine Corporation(c)
   3.4    Certificate of Designation of Series A Participating
          Preferred Stock of Calpine Corporation(b)
   3.5    Amendment to Certificate of Designation of Series A
          Participating Preferred Stock of Calpine Corporation(b)
   3.6    Amendment to Certificate of Designation of Series A
          Participating Preferred Stock of Calpine Corporation(c)
   3.7    Certificate of Designation of Special Voting Preferred Stock
          of Calpine Corporation(d)
   3.8    Amended and Restated By-laws of Calpine Corporation(e)
   3.9    Memorandum of Association of Calpine Canada Energy Finance
          ULC(f)
   3.10   Articles of Association of Calpine Canada Energy Finance
          ULC(f)
   3.11   Memorandum of Association of Calpine Canada Energy Finance
          II ULC(g)
   3.12   Articles of Association of Calpine Canada Energy Finance II
          ULC(g)
  *4.1    Indenture dated August 10, 2000 between Calpine Corporation
          and Wilmington Trust Company, as Trustee
   4.2    Indenture dated as of April 25, 2001 between Calpine Canada
          Energy Finance ULC and Wilmington Trust Company, as
          Trustee(h)
   4.3    Guarantee Agreement dated as of April 25, 2001 between
          Calpine Corporation and Wilmington Trust Company, as
          Trustee, with respect to debt securities of Calpine Canada
          Energy Finance ULC(i)
   4.4    Amended and Restated Indenture dated as of October 16, 2001
          between Calpine Canada Energy Finance ULC and Wilmington
          Trust Company, as Trustee(i)
   4.5    First Amendment to Guarantee Agreement dated as of October
          16, 2001 between Calpine Canada and Wilmington Trust
          Company, as Trustee(i)
   4.6    Indenture dated as of October 18, 2001 between Calpine
          Canada Energy Finance II ULC and Wilmington Trust Company,
          as Trustee(i)
   4.7    Guarantee Agreement dated as of October 18, 2001 between
          Calpine Corporation and Wilmington Trust Company, as
          Trustee, with respect to debt securities of Calpine Canada
          Energy Finance ULC II(i)
   4.8    First Amendment to Guarantee Agreement dated as of October
          18, 2001 between Calpine Corporation and Wilmington Trust
          Company, as Trustee(i)
   4.9    Amended and Restated Rights Agreement, dated as of September
          19, 2001 between Calpine Corporation and EquiServe Trust
          Company, N.A., as Rights Agent(j)
  *4.10   Declaration of Trust of Calpine Capital Trust IV ("Trust
          IV")
  *4.11   Declaration of Trust of Calpine Capital Trust V ("Trust V")
  +4.12   Form of Amended and Restated Declaration of Trust
  *4.13   Certificate of Trust of Trust IV, filed January 10, 2002
  *4.14   Certificate of Trust of Trust V, filed January 10, 2002
</Table>
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<C>       <S>
  *4.15   Form of Preferred Securities Guarantee Agreement between
          Calpine Corporation, as Guarantor and Wilmington Trust
          Company, as Guarantee Trustee with respect to Trust IV and
          Trust V
  +4.16   Form of Forward Purchase Contract Agreement
  +4.17   Form of Pledge Agreement
  +4.18   Form of Remarketing Agreement
  *4.19   Form of Deposit Agreement
  *4.20   Form of Depositary Receipt (included in Exhibit 4.19)
  +5.1    Opinion of Covington & Burling
  +5.2    Opinion of Richards, Layton & Finger, P.A. with respect to
          Trust IV
  +5.3    Opinion of Richards, Layton & Finger, P.A. with respect to
          Trust V
  +8.1    Opinion of Covington & Burling as to certain U.S. federal
          tax matters
  +8.2    Opinion of McCarthy Tetrault LLP as to certain Canadian
          federal tax matters
 *12.1    Statement Regarding Computation of Ratios
 *23.1    Consent of Arthur Andersen LLP, independent public
          accountants
 +23.2    Consent of Covington & Burling (included in Exhibit 5.1 and
          8.1)
 +23.3    Consent of McCarthy Tetrault LLP (included in Exhibit 8.2)
 *23.4    Consent of Ernst and Young LLP, independent chartered
          accountants
 *24.1    Power of Attorney of Officers and Directors of Calpine (see
          pages II-7 and II-8)
 *24.2    Power of Attorney of Officers and Directors of Calpine
          Canada Energy Finance ULC (see pages II-9 and II-10)
 *24.3    Power of Attorney of Officers and Directors of Calpine
          Canada Energy Finance II ULC (see pages II-11 and II-12)
 *25.1    Form T-1 Statement of Eligibility under the Trust Indenture
          Act of 1939, as amended, of Wilmington Trust Company, as
          Trustee under the Calpine Corporation Indenture
 *25.2    Form T-1 Statements of Eligibility under the Trust Indenture
          Act of 1939, as amended, of Wilmington Trust Company, as
          Trustee with respect to the Calpine Canada Energy Finance
          ULC Indenture and the Calpine/Calpine Canada Energy Finance
          ULC Guarantee
 *25.3    Form T-1 Statements of Eligibility under the Trust Indenture
          Act of 1939, as amended, of Wilmington Trust Company, as
          Trustee with respect to the Calpine Canada Energy Finance II
          ULC Indenture and the Calpine/Calpine Canada Energy Finance
          II ULC Guarantee
 +25.4    Form T-1 Statement of Eligibility under the Trust Indenture
          Act of 1939, as amended, of Wilmington Trust Company, as
          Trustee under the Form of Amended and Restated Declaration
          of Trust of Calpine Capital Trust IV relating to the Trust
          Preferred Securities
 +25.5    Form T-1 Statement of Eligibility under the Trust Indenture
          Act of 1939, as amended, of Wilmington Trust Company, as
          Trustee under the Form of Amended and Restated Declaration
          of Trust of Calpine Capital Trust V relating to the Trust
          Preferred Securities
 +25.6    Form T-1 Statement of Eligibility under the Trust Indenture
          Act of 1939, as amended, of Wilmington Trust Company, as
          Trustee under the Form of Guarantee Agreement of Calpine
          Corporation relating to the Trust Preferred Securities of
          Calpine Capital Trust IV
 +25.7    Form T-1 Statement of Eligibility under the Trust Indenture
          Act of 1939, as amended, of Wilmington Trust Company, as
          Trustee under the Form of Guarantee Agreement of Calpine
          Corporation relating to the Trust Preferred Securities of
          Calpine Capital Trust V
</Table>

-------------------------
 *  Filed herewith.

 +  To be filed by amendment.

(a) Incorporated by reference to Calpine Corporation's Registration Statement on
    Form S-3 (Registration No. 333-40652) filed with the SEC on June 30, 2000.

(b) Incorporated by reference to Calpine Corporation's Annual Report on Form
    10-K for the year ended December 21, 2000, filed with the SEC on March 15,
    2001.
<PAGE>

(c)  Incorporated by reference to Calpine Corporation's Registration Statement
     on Form S-3 (Registration No. 333-66078) filed with the SEC on July 27,
     2001.

(d) Incorporated by reference to Calpine Corporation's Quarterly Report on Form
    10-Q dated March 31, 2001 and filed on May 15, 2001 (File No. 001-12079).

(e)  Incorporated by reference to Calpine Corporation's Registration Statement
     on Form S-3/A (Registration No. 333-67446) filed with the SEC on September
     20, 2001.

(f)  Incorporated by reference to Calpine Corporation's Registration Statement
     on Form S-3 (Registration No. 333-57338) filed with the SEC on March 21,
     2001.

(g) Incorporated by reference to Calpine Corporation's Registration Statement on
    Form S-3 (Registration No. 333-67446) filed with the SEC on August 14, 2001.

(h) Incorporated by reference to Calpine Corporation's Registration Statement on
    Form S-3/A (Registration No. 333-57338) filed with the SEC on April 19,
    2001.

(i)  Incorporated by reference to Calpine Corporation's Current Report on Form
     8-K dated October 16, 2001 and filed with the SEC on November 13, 2001.

(j)  Incorporated by reference to Calpine Corporation's Registration Statement
     on Form 8-A/A filed with the SEC on September 28, 2001.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>f78300orex1-1.txt
<DESCRIPTION>EXHIBIT 1.1
<TEXT>
<PAGE>
                                                                     Exhibit 1.1



                               CALPINE CORPORATION

                                 Debt Securities

                                 Preferred Stock

                                  Common Stock



                             UNDERWRITING AGREEMENT


                                                                          , 200-





Dear Sirs:

                  1.       Introductory. Calpine Corporation, a Delaware
corporation (the "COMPANY"), proposes, subject to the terms and conditions
stated herein, to issue and sell, among other securities, from time to time
certain of its debt securities (the "DEBT SECURITIES"), preferred stock, par
value $0.001 per share (the "PREFERRED STOCK"), and common stock, par value
$0.001 per share (the "COMMON STOCK"), registered under the registration
statement referred to in Section 2(a) (collectively, the "REGISTERED
SECURITIES"), the proceeds of which will not exceed in the aggregate $     . The
Debt Securities will be issued pursuant to a certificate of the board of
directors of the Company and under an indenture, dated as of August 10, 2000, as
amended to the date hereof and by such director's certificate (the "INDENTURE"),
between the Company and Wilmington Trust Company, as Trustee, in one or more
series, which series may vary as to interest rates, maturities, redemption
provisions, selling prices and other terms. The Preferred Stock may be issued in
one or more series, which series may vary as to dividend rates, redemption
provisions, selling prices and other terms. Particular offerings of the
Registered Securities will be sold pursuant to a Terms Agreement referred to in
Section 3, for resale in accordance with terms of the offering determined at the
time of the sale.

         The Registered Securities involved in any such offering are hereinafter
referred to as the "OFFERED SECURITIES." The firm or firms which agree to
purchase the Offered Securities are hereinafter referred to as the
"UNDERWRITERS" of such securities, and the representative of the Underwriters,
if any, specified in a Terms Agreement referred to in Section 3 is hereinafter
referred to as the "REPRESENTATIVE"; provided, however, that if the Terms
Agreement does not specify any representatives of the Underwriters, the term
"Representative," as used in this Agreement (other than in Sections 2(b), 5(c)
and 6 and the second sentence of Section 3), shall mean the Underwriters. The
Offered Securities shall consist of firm commitment securities ("FIRM
SECURITIES") and may, except in the case of Debt Securities, consist of
additional securities that the Underwriters may purchase pursuant to an
over-allotment option ("OPTIONAL
<PAGE>
SECURITIES") described in Section 3, as set forth in the Terms Agreement. The
Company agrees with the Underwriters as follows:

                  2.       Representations and Warranties of the Company. The
Company, as of the date of each Terms Agreement referred to in Section 3,
represents and warrants to, and agrees with, the several Underwriters that:

                           (a)      A registration statement (No. 333-       ),
including a form of prospectus, relating to the Registered Securities has been
filed with the Securities and Exchange Commission (the "COMMISSION"), such
registration statement, as it may have been amended prior to the date of any
Terms Agreement, has become and has been declared effective under the Securities
Act of 1933 (the "SECURITIES ACT") on                  , 200-. Such registration
statement, as amended at the time of any Terms Agreement referred to in Section
3, is hereinafter referred to as the "REGISTRATION STATEMENT," and the
prospectus included in such Registration Statement, as supplemented as
contemplated by Section 3 to reflect the terms of the offering of the Offered
Securities, as first filed with the Commission pursuant to and in accordance
with Rule 424(b) ("RULE 424(b)") under the Securities Act, including all
material incorporated by reference therein, is hereinafter referred to as the
"PROSPECTUS." No document has been or will be prepared or distributed in
reliance on Rule 434 under the Securities Act.

                           (b)      On the effective date of the registration
statement relating to the Offered Securities, such Registration Statement
conformed in all respects to the requirements of the Securities Act, the Trust
Indenture Act of 1939 ("TRUST INDENTURE ACT") and the rules and regulations of
the Commission ("RULES AND REGULATIONS") and did not include any untrue
statement of material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
on the date of each Terms Agreement referred to in Section 3, the Registration
Statement and Prospectus will conform in all respects to the requirements of the
Securities Act, the Trust Indenture Act and the Rules and Regulations, and
neither of such documents will include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, except that the foregoing does not
apply to statements in or omissions from any of such documents based upon
written information furnished to the Company by any Underwriter through the
Representative, if any, specifically for use therein, it being understood and
agreed that the only such information is that described as such in the Terms
Agreement.

                           (c)      The Company has been duly incorporated and
is an existing corporation in good standing under the laws of the State of
Delaware, with power and authority (corporate and other) to own its properties
and conduct its business as described in the Prospectus; and the Company is duly
qualified to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification.

                           (d)      Each Subsidiary of the Company (x) other
than those Subsidiaries specified in clause (y) of this subparagraph has been
duly incorporated and is an existing corporation in good standing under the laws
of the jurisdiction of its incorporation, with power and authority (corporate
and other) to own its properties and conduct its business as described in the
Prospectus; or (y) that is not a corporation is a limited partnership, a limited
liability company or business trust, has been duly formed and is validly
existing as a limited partnership, a limited liability company or a business
trust, as the case may be, in good standing under the laws of the jurisdiction
of its formation, and has full power and authority to own its properties and
conduct its business as described in the Prospectus; each Subsidiary of the
Company is duly qualified to do business as a foreign corporation, limited
partnership, limited liability company or business trust, as the case may be, in
good standing in all other jurisdictions in which its
<PAGE>
ownership or lease of property or the conduct of its business requires such
qualification, except where the failure to so qualify would not have a material
adverse effect on the condition (financial or other), business, properties or
results of operations of the Company and its Subsidiaries taken as a whole
("MATERIAL ADVERSE EFFECT"); all of the issued and outstanding capital stock of
each Subsidiary of the Company has been duly authorized and validly issued and
is fully paid and nonassessable; except as set forth on Schedule B to the
applicable Terms Agreement, the capital stock of each Subsidiary owned by the
Company, directly or through Subsidiaries, is owned free from liens,
encumbrances and defects; and the Company is not a general partner in any
partnership. For purposes of this agreement, "SUBSIDIARY" means, as applied to
any person, any corporation, limited or general partnership, trust, association
or other business entity of which an aggregate of at least 50% of the
outstanding Voting Shares or an equivalent controlling interest herein, of such
person is, at any time, directly or indirectly, owned by such person and/or one
or more subsidiaries of such person. For purposes of the definition of
"Subsidiary," "VOTING SHARES" means, with respect to any corporation, the
capital stock having the general voting power under ordinary circumstances to
elect at least a majority of the board of directors (irrespective of whether or
not at the time stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

                           (e)      If the Offered Securities are Debt
Securities: the Indenture has been duly authorized and has been duly qualified
under the Trust Indenture Act; the Offered Securities have been duly authorized;
the Indenture has been duly executed and delivered and conforms to the
description thereof contained in the Prospectus and when the Offered Securities
are delivered and paid for pursuant to the Terms Agreement on the Closing Date
(as defined below) or pursuant to Delayed Delivery Contracts (as hereinafter
defined), such Offered Securities will have been duly executed, authenticated,
issued and delivered and will conform to the description thereof contained in
the Prospectus and the Indenture and such Offered Securities will constitute
valid and legally binding obligations of the Company, enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

                           (f)      If the Offered Securities are Preferred
Stock: the Offered Securities have been duly authorized and, when the Offered
Securities have been delivered and paid for in accordance with the Terms
Agreement on the Closing Date (as defined below), such Offered Securities will
be validly issued, fully paid and nonassessable and will conform to the
description thereof contained in the Prospectus; and the stockholders of the
Company have no preemptive rights with respect to the Offered Securities.

                           (g)      If the Offered Securities are Common Stock:
the Offered Securities and all other outstanding shares of capital stock of the
Company have been duly authorized; all outstanding shares of the capital stock
of the Company are, and, when the Offered Securities have been delivered and
paid for in accordance with the Terms Agreement on the Closing Date, such
Offered Securities will have been, validly issued, fully paid and nonassessable
and will conform to the description thereof contained in the Prospectus; and the
stockholders of the Company have no preemptive rights with respect to the
Offered Securities.

                           (h)      If the Offered Securities are convertible
into Common Stock: when the Offered Securities are delivered and paid for
pursuant to the Terms Agreement on the Closing Date, such Offered Securities
will be convertible into Common Stock in accordance with their terms (if the
Offered Securities are shares of Preferred Stock) or the Indenture (if the
Offered Securities are Debt Securities); the shares of Common Stock initially
issuable upon conversion of such Offered Securities have been duly
<PAGE>
authorized and reserved for issuance upon such conversion and, when issued upon
such conversion, will be validly issued, fully paid and nonassessable and will
conform to the description thereof contained in the Prospectus; and the
stockholders of the Company have no preemptive rights with respect to the Common
Stock.

                           (i)      Except as disclosed in the Prospectus, there
are no contracts, agreements or understandings between the Company and any
person that would give rise to a valid claim against the Company or any
Underwriter for a brokerage commission, finder's fee or other like payment.

                           (j)      Except as (1) set forth on Schedule B to the
applicable Terms Agreement, and (2) provided for in the Terms Agreement, there
are no contracts, agreements or understandings between the Company and any
person granting such person the right to require the Company to file a
registration statement under the Securities Act with respect to any securities
of the Company owned or to be owned by such person or to require the Company to
include such securities in the securities registered pursuant to the
Registration Statement or in any securities being registered pursuant to any
other registration statement filed by the Company under the Securities Act.

                           (k)      If the Offered Securities constitute Common
Stock or are convertible into Common Stock, the outstanding shares of Common
Stock are listed on the New York Stock Exchange (the "STOCK EXCHANGE") and the
Offered Securities (if they are Common Stock) or the Common Stock into which the
Offered Securities are convertible (if they are convertible) have been approved
for listing on the Stock Exchange, subject to notice of issuance. If the Offered
Securities are Debt Securities or Preferred Stock, they have been approved for
listing on the stock exchange indicated in the Terms Agreement, subject to
notice of issuance.

                           (l)      No consent, approval, authorization, or
order of, or filing with, any governmental agency or body or any court is
required for the consummation of the transactions contemplated by the Terms
Agreement (including the provisions of this Agreement) in connection with the
issuance and sale of the Offered Securities by the Company, except such as have
been obtained and made under the Securities Act and, if the Offered Securities
are Debt Securities, the Trust Indenture Act and such as may be required under
state securities laws.

                           (m)      The execution, delivery and performance of
the Indenture (if the Offered Securities are Debt Securities), the Terms
Agreement (including the provisions of this Agreement) and any Delayed Delivery
Contracts and the issuance and sale of the Offered Securities and, if the
Offered Securities are Debt Securities or Preferred Stock, compliance with the
terms and provisions thereof and the consummation by the Company of the
transactions contemplated herein and therein will not result in a breach or
violation of any of the terms and provisions of, or constitute a default under,
any statute, any rule, regulation or order of any governmental agency or body or
any court, domestic or foreign, having jurisdiction over the Company or any
Subsidiary of the Company or any of their properties, or any agreement or
instrument to which the Company or any such Subsidiary is a party or by which
the Company or any such Subsidiary is bound or to which any of the properties of
the Company or any such Subsidiary is subject, or the charter, by-laws,
memorandum of association, articles of association or other organizational
document of the Company or any such Subsidiary, and the Company has full power
and authority to authorize, issue and sell the Offered Securities as
contemplated by the Terms Agreement (including the provisions of this
Agreement).

                           (n)      The Terms Agreement (including the
provisions of this Agreement) and, if the Offered Securities are Debt Securities
or Preferred Stock, any Delayed Delivery Contracts have
<PAGE>
been duly authorized, executed and delivered by the Company.

                           (o)      Except as disclosed in the Prospectus, the
Company and its Subsidiaries have good and marketable title to all real
properties and all other properties and assets owned by them, in each case free
from liens, encumbrances and defects that would materially affect the value
thereof or materially interfere with the use made or to be made thereof by them;
and except as disclosed in the Prospectus, the Company and its Subsidiaries hold
any leased real or personal property under valid and enforceable leases with no
exceptions that would materially interfere with the use made or to be made
thereof by them.

                           (p)      The Company and its Subsidiaries possess
adequate certificates, authorities or permits issued by appropriate governmental
agencies or bodies necessary to conduct the business now operated by them and
have not received any notice of proceedings relating to the revocation or
modification of any such certificate, authority or permit that, if determined
adversely to the Company or any of its Subsidiaries, would individually or in
the aggregate have a Material Adverse Effect.

                           (q)      No labor dispute with the employees of the
Company or any Subsidiary exists or, to the knowledge of the Company, is
imminent that might have a Material Adverse Effect.

                           (r)      The Company and its Subsidiaries own,
possess or can acquire on reasonable terms, adequate trademarks, trade names and
other rights to inventions, know-how, patents, copyrights, confidential
information and other intellectual property (collectively, "INTELLECTUAL
PROPERTY RIGHTS") necessary to conduct the business now operated by them, or
presently employed by them, and have not received any notice of infringement of
or conflict with asserted rights of others with respect to any intellectual
property rights that, if determined adversely to the Company or any of its
Subsidiaries, would individually or in the aggregate have a Material Adverse
Effect.

                           (s)      Except as disclosed in the Prospectus,
neither the Company nor any of its Subsidiaries is in violation of any statute,
any rule, regulation, decision or order of any governmental agency or body or
any court, domestic or foreign, relating to the use, disposal or release of
hazardous or toxic substances or relating to the protection or restoration of
the environment or human exposure to hazardous or toxic substances
(collectively, "ENVIRONMENTAL LAWS"), owns or operates any real property
contaminated with any substance that is subject to any Environmental Laws, is
liable for any off-site disposal or contamination pursuant to any Environmental
Laws, or is subject to any claim relating to any Environmental Laws, which
violation, contamination, liability or claim would individually or in the
aggregate have a Material Adverse Effect; and the Company is not aware of any
pending investigation which might lead to such a claim.

                           (t)      Except as disclosed in the Prospectus, there
are no pending actions, suits or proceedings against or affecting the Company,
any of its Subsidiaries or any of their respective properties that, if
determined adversely to the Company or any of its Subsidiaries, would
individually or in the aggregate have a Material Adverse Effect, or would
materially and adversely affect the ability of the Company to perform its
respective obligations under, or as contemplated by, the Terms Agreement
(including the provisions of this Agreement), or which are otherwise material in
the context of the sale of the Offered Securities; and no such actions, suits or
proceedings are threatened or, to the knowledge of the Company, contemplated.

                           (u)      The financial statements included in the
Registration Statement and the
<PAGE>
Prospectus present fairly the financial position of the Company and its
consolidated subsidiaries as of the dates shown and their results of operations
and cash flows for the periods shown, and except as otherwise disclosed in the
Prospectus, such financial statements have been prepared in conformity with the
generally accepted accounting principles in the United States applied on a
consistent basis; and the assumptions used in preparing the pro forma financial
statements included in the Registration Statement and the Prospectus provide a
reasonable basis for presenting the significant effects directly attributable to
the transactions or events described therein, the related pro forma adjustments
give appropriate effect to those assumptions, and the pro forma columns therein
reflect the proper application of those adjustments to the corresponding
historical financial statement amounts.

                           (v)      The statistical and market-related data
(other than market-related data and statistical data provided by the Company)
included in the Registration Statement and Prospectus are based on or derived
from sources which the Company believes to be reliable and accurate, it being
understood, however, that the Company has conducted no independent investigation
of the accuracy thereof.

                           (w)      Except as disclosed in the Prospectus, since
the date of the latest audited financial statements included in the Prospectus
there has been no material adverse change, nor any development or event
involving a prospective material adverse change, in the condition (financial or
other), business, properties or results of operations of the Company and its
Subsidiaries taken as a whole, and, except as disclosed in or contemplated by
the Prospectus, there has been no dividend or distribution of any kind declared,
paid or made by the Company on any class of its capital stock.

                           (x)      The Company is not and, after giving effect
to the offering, the sale of the Offered Securities, and the application of the
proceeds thereof as described in the Prospectus, will not be an "investment
company" as defined in the Investment Company Act of 1940.

                           (y)      Neither the Company nor any of its
Subsidiaries is (i) a "holding company" or a "subsidiary" of a holding company
or a "public utility company" under Section 2(a) of the Public Utility Holding
Company Act of 1935 ("PUHCA") (except that certain Subsidiaries that are EWGs
(as defined herein) or QFs (as defined herein) and Cogeneration Corporation of
America are subsidiaries of a holding company), (ii) subject to regulation under
the Federal Power Act, as amended ("FPA"), other than as a power marketer or an
"exempt wholesale generator" ("EWG") that is a "public utility" under the FPA or
as a "qualifying facility" ("QF") under the Public Utility Regulatory Policies
Act of 1978, as amended (16 U.S.C. Section 796 et seq.) ("PURPA"), as
contemplated by 18 C.F.R. Section 292.601(c) or (iii) with respect to each of
the power generation projects in which the Company or its Subsidiaries has an
interest that is a QF, subject to any state law or regulation with respect to
rates or the financial or organizational regulation of electric utilities, other
than as contemplated by 18 C.F.R. Section 292.602(c).

                           (z)      Each of the power generation projects in
which the Company or its Subsidiaries has an interest which is subject to the
requirements under PURPA and the regulations of the Federal Energy Regulatory
Commission ("FERC") promulgated thereunder, as amended from time to time,
necessary to be a "qualifying cogeneration facility" and/or a "qualifying small
power production facility" meets such requirements.

                           (aa)     The Company is subject to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT").

                  3.       Purchase, Sale and Delivery of Offered Securities.
The obligation of the Underwriters to purchase the Offered Securities will be
evidenced by an agreement or exchange of other written communications ("TERMS
AGREEMENT") at the time the Company determines to sell the Offered Securities.
The Terms Agreement will incorporate by reference the provisions of this
Agreement, except as otherwise provided therein, and will specify the firm or
firms which will be Underwriters, the name of
<PAGE>
any Representative, the principal amount or number of shares to be purchased by
each Underwriter, including, but not limited to, the purchase price to be paid
by the Underwriters and (if the Offered Securities are Debt Securities or
Preferred Stock) the terms of the Offered Securities not already specified,
including, but not limited to, interest rate (if Debt Securities), dividend rate
(if Preferred Stock), maturity (if Debt Securities), any redemption provisions
and any sinking fund requirements and whether any of the Offered Securities may
be sold to institutional investors pursuant to Delayed Delivery Contracts (as
defined below). The Terms Agreement will also specify the time and date of
delivery and payment (such time and date, or such other time not later than
seven full business days thereafter as the Representative and the Company agree
as the time for payment and delivery (being herein and in the Terms Agreement
referred to as the "CLOSING DATE"), the place of delivery and payment and any
details of the terms of the offering that should be reflected in the prospectus
supplement relating to the offering of the Offered Securities. For purposes of
Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the
otherwise applicable settlement date) shall be the date for payment of funds and
delivery of securities for all the Offered Securities sold pursuant to the
offering, other than Contract Securities (as defined below) for which payment of
funds and delivery of securities shall be as hereinafter provided. The
obligations of the Underwriters to purchase the Offered Securities will be
several and not joint. It is understood that the Underwriters propose to offer
the Offered Securities for sale as set forth in the Prospectus.

         If the Terms Agreement provides for sales of Offered Securities
pursuant to delayed delivery contracts, the Company authorizes the Underwriters
to solicit offers to purchase Offered Securities pursuant to delayed delivery
contracts substantially in the form of Annex I attached hereto ("DELAYED
DELIVERY CONTRACTS") with such changes therein as the Company may authorize or
approve. Delayed Delivery Contracts are to be with institutional investors,
including commercial and savings banks, insurance companies, pension funds,
investment companies and educational and charitable institutions. On the Closing
Date, the Company will pay, as compensation, to the Representative for the
accounts of the Underwriters, the fee set forth in such Terms Agreement in
respect of the principal amount or number of shares of Offered Securities to be
sold pursuant to Delayed Delivery Contracts ("CONTRACT SECURITIES"). The
Underwriters will not have any responsibility in respect of the validity or the
performance of Delayed Delivery Contracts. If the Company executes and delivers
Delayed Delivery Contracts, the Contract Securities will be deducted from the
Offered Securities to be purchased by the several Underwriters and the aggregate
principal amount or number of shares of Offered Securities to be purchased by
each Underwriter will be reduced pro rata in proportion to the principal amount
or number of shares of Offered Securities set forth opposite each Underwriter's
name in such Terms Agreement, except to the extent the Representative determines
that such reduction shall be otherwise than pro rata and so advises the Company.
The Company will advise the Representative not later than the business day prior
to the Closing Date of the principal amount or number of shares of Contract
Securities.

         In addition, upon written notice from the Representative given to the
Company from time to time not more than 30 days subsequent to the date of the
Prospectus, the Underwriters may purchase all or less than all of any Optional
Securities at the purchase price per Security to be paid for the Firm
Securities. The Company agrees that it shall sell to the Underwriters the number
of Optional Securities specified in such notice and the Underwriters agree,
severally and not jointly, to purchase such Optional Securities. Unless the
Terms Agreement provides otherwise, such Optional Securities shall be purchased
for the account of each Underwriter in the same proportion as the number of Firm
Securities set forth opposite such Underwriter's name bears to the total number
of Firm Securities (subject to adjustment by the Representative to eliminate
fractions) and may be purchased by the Underwriters only for the purpose of
covering over-allotments made in connection with the sale of the Firm
Securities. No Optional Securities shall be sold or delivered unless the Firm
Securities previously have been, or simultaneously are, sold and delivered. The
right to purchase the Optional Securities or any portion thereof may be
exercised from time
<PAGE>
to time and to the extent not previously exercised may be surrendered and
terminated at any time upon notice by the Representative to the Company. Each
time for the delivery of and payment for the Optional Securities, being herein
referred to as an "Optional Closing Date," which may be the First Closing Date
(the First Closing Date and each Optional Closing Date, if any, being sometimes
referred to as a "Closing Date"), shall be determined by the Representative but
shall be not later than five full business days after written notice of election
to purchase Optional Securities is given.

         If the Offered Securities are Preferred Stock or Common Stock, the
certificates for the Offered Securities delivered to the Underwriters on the
Closing Date will be in definitive form, and if the Offered Securities are Debt
Securities, the Offered Securities delivered to the Underwriters on the Closing
Date will be in definitive fully registered form, in each case in such
denominations and registered in such names as the Representative requests.

         If the Terms Agreement specifies "Book-Entry Only" settlement or
otherwise states that the provisions of this paragraph shall apply, the Company
will deliver against payment of the purchase price the Offered Securities in the
form of one or more permanent global securities in definitive form (the "GLOBAL
SECURITIES") deposited with the Property Trustee as custodian for The Depository
Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for
DTC. Interests in any permanent global securities will be held only in
book-entry form through DTC, except in the limited circumstances described in
the Prospectus. Payment for Offered Securities shall be made by the Underwriters
in Federal (same day) funds by official bank check or checks or wire transfer to
an account previously designated by the Company at a bank acceptable to the
Representative, in each case drawn to the order of Calpine Corporation at the
office of Covington & Burling (or such other location as the Representative may
direct) on the Closing Date, against delivery to the Trustee as custodian for
DTC of the Global Securities representing all of the Offered Securities. The
forms of the Global Securities will be made available for checking at the office
of Covington & Burling at least 24 hours prior to the Closing Date.

                  4.       Certain Agreements of the Company. The Company agrees
with the several Underwriters that it will furnish to counsel to the
Underwriters one signed copy of the registration statement relating to the
Registered Securities, including all exhibits, in the form it became effective
and of all amendments thereto and that, in connection with each offering of
Offered Securities:

                           (a)      The Company will file the Prospectus with
the Commission pursuant to and in accordance with Rule 424(b)(2) (or, if
applicable and if consented to by the Representative, subparagraph (5)) not
later than the second business day following the execution and delivery of the
Terms Agreement.

                           (b)      The Company will advise the Representative
promptly of any proposal to amend or supplement the Registration Statement or
the Prospectus and will afford the Representative a reasonable opportunity to
comment on any such proposed amendment or supplement; and the Company will also
advise the Representative promptly of the effectiveness of any such amendment or
supplement and of the institution by the Commission of any stop order
proceedings in respect of a Registration Statement or of any part thereof and
will use its best efforts to prevent the issuance of any such stop order and to
obtain as soon as possible its lifting, if issued.

                           (c)      If, at any time when a prospectus relating
to the Offered Securities is required to be delivered under the Securities Act
in connection with sales by any Underwriter or dealer, any event occurs as a
result of which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact necessary
in order to make the
<PAGE>
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend the Prospectus
to comply with the Securities Act and the Company will promptly notify the
Representative of such event and will promptly prepare and file with the
Commission, at their own expense, an amendment or supplement which will correct
such statement or omission or an amendment which will effect such compliance.
Neither the Representative's consent to, nor the Underwriters' delivery to
offerees or investors of, any such amendment or supplement shall constitute a
waiver of any of the conditions set forth in Section 5 hereof.

                           (d)      As soon as practicable, but not later than
16 months, after the date of each Terms Agreement, the Company will make
generally available to their security holders an earnings statement covering a
period of at least 12 months beginning after the later of (i) the effective date
of the registration statement relating to the Registered Securities; (ii) the
effective date of the most recent post-effective amendment to the Registration
Statement to become effective prior to the date of such Terms Agreement; and
(iii) the date of the Company's most recent Annual Report on Form 10-K filed
with the Commission prior to date of such Terms Agreement, which will satisfy
the provisions of Section 11(a) of the Act.

                           (e)      The Company will furnish to the
Representative copies of each Registration Statement (three of which will be
signed and will include all exhibits), any related preliminary prospectus, any
related preliminary prospectus supplement, the Prospectus and all amendments and
supplements to such documents, in each case in such quantities as the
Representative requests, so long as a prospectus relating to the Offered
Securities is required to be delivered under the Securities Act in connection
with sales by any Underwriter or dealer. The Prospectus shall be so furnished on
or prior to 3:00 P.M., New York time, on the business day following the later of
the execution and delivery of each Terms Agreement. All other documents shall be
so furnished as soon as available. The Company will pay the expenses of printing
and distributing to the Underwriters all such documents.

                           (f)      The Company will arrange for the
qualification of the Offered Securities for sale and the determination of their
eligibility for investment under the laws of such jurisdictions as the
Representative designates and will continue such qualifications in effect so
long as required for the distribution, provided that the Company will not be
required to qualify as a foreign corporation or to file a general consent to
service of process in any such state.

                           (g)      During the period of five years after the
date of any Terms Agreement, the Company will furnish to the Representative and,
upon request, to each of the other Underwriters, as soon as practicable after
the end of each fiscal year, a copy of its annual report to stockholders for
such year; and the Company will furnish to the Representative and, upon request,
to each of the other Underwriters (i) as soon as available, a copy of each
report and any definitive proxy statement of the Company filed with the
Commission under the Exchange Act or mailed to stockholders, and (ii) from time
to time, such other information concerning the Company as the Representative may
reasonably request.

                           (h)      During the period of two years after the
later of the Closing Date and the last Optional Closing Date, the Company will
not be or become an "investment company" as defined in the Investment Company
Act of 1940.

                           (i)      The Company will pay all expenses incident
to the performance of its obligations under the Terms Agreement (including this
Agreement), for any filing fees and other expenses (including fees and
disbursements of counsel) incurred in connection with qualification of the
Registered Securities for sale and any determination of their eligibility for
investment, under the laws of such
<PAGE>
jurisdictions as the Representative designates and the printing of memoranda
relating thereto, for any fees charged by investment rating agencies for the
rating of the Offered Securities, for the filing fee incident to, and the
reasonable fees and disbursements of counsel to the Underwriters in connection
with, the review by the National Association of Securities Dealers, Inc. of the
Registered Securities and related securities, for any travel expenses of the
Company's officers and employees and any other expenses of the Company in
connection with attending or hosting meetings with prospective purchasers of the
Registered Securities and for expenses incurred in distributing the Prospectus,
any preliminary prospectuses, any preliminary prospectus supplements or any
other amendments or supplements to the Prospectus to the Underwriters. The
Company will reimburse the Underwriters for all travel expenses of the
Underwriters and any other expenses of the Underwriters in connection with
attending or hosting meetings with prospective purchasers of the Registered
Securities.

                           (j)      Unless otherwise specified in the applicable
Terms Agreement, for a period of days after the date of any public offering of
the Offered Securities, the Company will not, and will not permit its
Subsidiaries to, offer, sell, contract to sell, pledge or otherwise dispose of,
directly or indirectly, or file with the Commission a registration statement
under the Securities Act (other than one or more registration statements (x) on
Form S-3 relating solely to the registration of shares issuable upon the sale of
transferred employee stock options or (y) on Form S-8) relating to (A) any debt
securities issued or guaranteed by the Company and having a maturity of more
than one year from date of issue (if the Offered Securities are Debt
Securities), (B) any preferred securities, any preferred stock or any other
securities of a trust (if the Offered Securities are Preferred Stock), (C) any
Preferred Stock or any other security of the Company that is substantially
similar to the Offered Securities (if the Offered Securities are Preferred
Stock), (D) any shares of common stock of the Company other than shares of
common stock issuable upon conversion of the Offered Securities (if the Offered
Securities are Common Stock or Preferred Stock) or (E) any other securities
which are convertible into, or exchangeable or exercisable for, any of (A) (if
the Offered Securities are Debt Securities), (B) or (C) (if the Offered
Securities are Preferred Stock), or (D) (if the Offered Securities are Common
Stock or Preferred Stock, or publicly disclose the intention to make any such
offer, sale, pledge, disposition or filing, without the prior written consent of
the Representative except (i) grants of employee stock options pursuant to the
terms of a plan in effect on the date hereof, (ii) issuances of Company Common
Stock pursuant to the exercise of such options, (iii) the exercise of any other
employee stock options outstanding on the date hereof, or (iv) the issuance and
sale of securities pursuant to this Underwriting Agreement simultaneously with
or subsequent to the offering of the Offered Securities.

                  5.       Conditions of the Obligations of the Underwriters.
The obligations of the several Underwriters to purchase and pay for the Firm
Securities on the First Closing Date and the Optional Securities to be purchased
on each Optional Closing Date will be subject to the accuracy of the
representations and warranties on the part of the Company herein, to the
accuracy of the statements of officers of the Company made pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions precedent:

                           (a)      On or prior to the date of the Terms
Agreement, the Representative shall have received a letter, dated the date of
delivery thereof, of Arthur Andersen LLP confirming that they are independent
public accountants within the meaning of the Securities Act and the applicable
published Rules and Regulations and stating to the effect that:

                                    (i)      in their opinion the financial
         statements and schedules examined by them and included in the
         Prospectus comply as to form in all material respects with the
         applicable accounting requirements of the Securities Act and
<PAGE>
         the related published Rules and Regulations;

                                    (ii)     they have performed the procedures
         specified by the American Institute of Certified Public Accountants for
         a review of interim financial information as described in Statement of
         Auditing Standards No. 71, Interim Financial Information, on the
         unaudited financial statements included in the Registration Statements
         and in the Exchange Act Reports;

                                    (iii)    on the basis of the review referred
         to in clause (ii) above, a reading of the unaudited pro forma financial
         statements, selected consolidated financial data and ratio of earnings
         to fixed charges included in or incorporated by reference in the
         Registration Statement and inquiries of officials of the Parent who
         have responsibility for financial and accounting matters and other
         specified procedures, nothing came to their attention that caused them
         to believe that:


                                    (A) the unaudited pro forma financial,
                           selected consolidated financial data and ratio of
                           earnings to fixed charges statements included in or
                           incorporated by reference in the Registration
                           Statement do not each comply as to form in all
                           material respects with the applicable accounting
                           requirements under the Securities Act;

                                    (B) the unaudited consolidated net revenue,
                           net operating income and summary of earnings, net
                           income and net income per share amounts included in
                           the Prospectus do not agree with the amounts set
                           forth in the unaudited consolidated financial
                           statements for those same periods or were not
                           determined on a basis substantially consistent with
                           that of the corresponding amounts in the audited
                           statements of income;

                                    (C) at the date of the latest available
                           balance sheet read by such accountants, or at a
                           subsequent specified date not more than three
                           business days prior to the date of such letter, there
                           was any change in the capital stock or any increase
                           in short-term indebtedness or long-term debt of the
                           Company and its consolidated subsidiaries or, at the
                           date of the latest available balance sheet read by
                           such accountants, there was any decrease in
                           consolidated net current assets or net assets, as
                           compared with amounts shown on the latest balance
                           sheet included in the Prospectus or the Exchange Act
                           Reports; or

                                    (D) for the period from the closing date of
                           the latest income statement included in the
                           Prospectus to the closing date of the latest
                           available income statement read by such accountants
                           there were any decreases, as compared with the
                           corresponding period of the previous year, in
                           consolidated net revenues, or net operating income or
                           in the total or per share amounts of consolidated net
                           income or in the ratio of earnings to fixed charges
                           and Preferred Stock dividends combined, except in all
                           cases set forth in clauses (B) and (C) above for
                           changes, increases or decreases which the Prospectus
                           discloses have occurred or may occur or which are
                           described in such letter; and

                                    (iv)     on the basis of their review of the
         unaudited
<PAGE>
         pro forma financial statements, selected consolidated financial data
         and ratio of earnings to fixed charges included in the Registration
         Statement and inquiries of officials of the Company who have
         responsibility for financial and accounting matters and other specified
         procedures, nothing came to their attention that caused them to believe
         that the unaudited pro forma financial, selected consolidated financial
         data and ratio of earnings to fixed charges statements included in the
         Registration Statement do not each comply as to form in all material
         respects with the applicable accounting requirements under the
         Securities Act; and

                                    (v)      they have compared specified dollar
         amounts (or percentages derived from such dollar amounts) and other
         financial information contained in the Registration Statement (in each
         case to the extent that such dollar amounts, percentages and other
         financial information are derived from the general accounting records
         of the Company and its Subsidiaries subject to the internal controls of
         the Company's accounting system or are derived directly from such
         records by analysis or computation) with the results obtained from
         inquiries, a reading of such general accounting records and other
         procedures specified in such letter and have found such dollar amounts,
         percentages and other financial information to be in agreement with
         such results, except as otherwise specified in such letter.

All financial statements and schedules included in material incorporated by
reference into the Prospectus shall be deemed included in the Prospectus for
purposes of this subsection.

                           (b)      The Prospectus shall have been filed with
the Commission in accordance with the Rules and Regulations and Section 4(a) of
this Agreement. No stop order suspending the effectiveness of the Registration
Statement or of any part thereof shall have been issued and no proceedings for
that purpose shall have been instituted or, to the knowledge of the Company or
any Underwriter, shall be contemplated by the Commission.

                           (c)      Subsequent to the execution and delivery of
the Terms Agreement, there shall not have occurred (i) any change, or any
development or event involving a prospective change, in the condition (financial
or other), business, properties or results of operations of the Company and the
Subsidiaries taken as one enterprise which, in the judgment of a majority in
interest of the Underwriters including the Representative, is material and
adverse and makes it impractical or inadvisable to proceed with completion of
the public offering or the sale of and payment for the Offered Securities; (ii)
any downgrading in the rating of any Debt Securities of the Company by any
"nationally recognized statistical rating organization" (as defined for purposes
of Rule 436(g) under the Securities Act), or any public announcement that any
such organization has under surveillance or review its rating of any Debt
Securities of the Company (other than an announcement with positive implications
of a possible upgrading, and no implication of a possible downgrading, of such
rating); (iii) any material suspension or material limitation of trading in
securities generally on the New York Stock Exchange, or any setting of minimum
prices for trading on such exchange, or any suspension of trading of any
securities of the Parent on any exchange or in the over-the-counter market; (iv)
any banking moratorium declared by U.S. Federal or New York authorities; (v) any
major disruption of settlements of book-entry securities in DTC which, in the
judgment of a majority in interest of the Underwriters including the
Representative, makes it impractical to proceed with sale of and payment for the
Offered Securities; or (vi) any outbreak or escalation of major hostilities
involving the United States, any declaration of war by Congress or any other
national or international calamity or emergency if, in the judgment of a
majority in interest of the Underwriters including the Representative, the
effect of any such outbreak, escalation, act, declaration, calamity or emergency
makes it impractical or inadvisable to proceed with completion of the public
offering or the sale of and payment for the Offered Securities.

                           (d)      The Representative shall have received an
opinion, dated the Closing
<PAGE>
Date, of Covington & Burling, counsel for the Company, to the effect that:

                                    (i)      The Company is a corporation duly
         incorporated, validly existing and in good standing under the laws of
         the State of Delaware and has the corporate power and authority to own
         its properties and conduct its business as described in the Prospectus
         and to issue the Offered Securities;

                                    (ii)     (A) If the Offered Securities are
         Debt Securities: the Indenture has been duly authorized, executed and
         delivered by the Company and has been duly qualified under the Trust
         Indenture Act, (B) if the Offered Securities are Common Stock: the
         Offered Securities (other than any Contract Securities) have been duly
         authorized, are fully paid and nonassessable and conform to the
         description contained in the Prospectus; and the stockholders of the
         Company have no preemptive rights with respect to the Offered
         Securities, (C) if the Offered Securities are Debt Securities: the
         Offered Securities and the Indenture delivered on the Closing Date
         conform, and the Contract Securities when executed, authenticated,
         issued and delivered in the manner provided in the Indenture and sold
         pursuant to Delayed Delivery Contracts will conform, to the respective
         descriptions thereof contained in the Prospectus; (D) if the Offered
         Securities are Debt Securities: the Indenture delivered on such Closing
         Date constitutes the valid and binding obligation of the Company,
         enforceable in accordance with its terms and conforms to the
         description thereof contained in the Prospectus; (E) the Offered
         Securities other than any Contract Securities constitute, and any
         Contract Securities, when executed, authenticated, issued and delivered
         in the manner provided in the Indenture and sold pursuant to Delayed
         Delivery Contracts constitute the valid and binding obligations of the
         Company, enforceable in accordance with their respective terms; and (F)
         all conditions precedent (including covenants, compliance with which
         constitutes conditions precedent) provided for in the Indenture to the
         authentication and delivery of the Offered Securities have been
         complied with, and the forms and terms of the Offered Securities have
         been established in conformity with the provisions of the Indenture;
         subject, in the case of clauses (D) and (E), to bankruptcy, insolvency,
         fraudulent transfer, reorganization, moratorium and other laws of
         general applicability relating to or affecting creditors' rights and to
         general equity principles;

                                    (iii)    If the Offered Securities are
         convertible: the Offered Securities, other than any Contract Securities
         are, and any Contract Securities, when (if the Offered Securities are
         Debt Securities) executed, authenticated, issued and delivered in the
         manner provided in the Indenture and sold pursuant to Delayed Delivery
         Contracts or (if the Offered Securities are Preferred Stock) when
         issued, delivered and sold pursuant to Delayed Delivery Contracts, will
         be convertible into Common Stock of the Company in accordance with (if
         they are Debt Securities) the Indenture or (if they are Preferred
         Stock) their terms; the shares of Common Stock initially issuable upon
         conversion of the Offered Securities have been duly authorized and
         reserved for issuance upon such conversion and, when issued upon such
         conversion, will be validly issued, fully paid and nonassessable; and
         the stockholders of the Company have no preemptive rights with respect
         to the Common Stock into which the Offered Securities are convertible;

                                    (iv)     Except as set forth on Schedule B
         to any
<PAGE>
         Terms Agreement relating to common stock or preferred stock, there are
         no contracts, agreements or understandings known to such counsel
         between the Company and any person granting such person the right to
         require the Company to file a registration statement under the
         Securities Act with respect to any securities of the Company owned or
         to be owned by such person or to require the Company to include such
         securities in the securities registered pursuant to the Registration
         Statement or in any securities being registered pursuant to any other
         registration statement filed by the Company under the Securities Act;

                                    (v)      The Company is not and, after
         giving effect to the offering and sale of the Offered Securities and
         the application of the proceeds thereof as described in the Prospectus,
         will not be an "investment company" within the meaning of the
         Investment Company Act of 1940;

                                    (vi)     No consent, approval, authorization
         or order of, or filing with, any governmental agency or body or any
         court is required for the consummation by the Company of the
         transactions contemplated by the Terms Agreement (including the
         provisions of this Agreement) in connection with the issuance or sale
         of the Offered Securities by the Company, except such as have been
         obtained and made under the Securities Act, and, if the Offered
         Securities are Debt Securities, the Trust Indenture Act and the
         respective rules and regulations promulgated under the foregoing, and
         except for any of the foregoing as may be required under State
         securities or blue sky laws and the rules and regulations promulgated
         thereunder;

                                    (vii)    Except as set forth in the
         Prospectus, to such counsel's knowledge, there are no pending or
         threatened actions, suits or proceedings against or affecting the
         Company, any of its Subsidiaries or any of their respective properties
         that, if determined adversely to the Company or any of its
         Subsidiaries, would individually or in the aggregate have a Material
         Adverse Effect or would materially and adversely affect the ability of
         the Company to perform its obligations under the Terms Agreement
         (including the provisions of this Agreement);

                                    (viii)   The execution, delivery and
         performance of the Indenture (if the Offered Securities are Debt
         Securities), the Terms Agreement (including the provisions of this
         Agreement), and, if the Offered Securities are Debt Securities or
         Preferred Stock, any Delayed Delivery Contracts, the issuance and sale
         of the Offered Securities and compliance with the terms and provisions
         thereof will not (A) violate any statute, rule, regulation or order of
         which such counsel is aware of any governmental agency or body or any
         court having jurisdiction over the Company or any Subsidiary of the
         Company or any of their respective properties, (B) to such counsel's
         knowledge, breach the provisions of, or cause a default under, any
         agreement or instrument to which the Company or any such Subsidiary is
         a party or by which the Company or any such Subsidiary is bound or to
         which any of the properties of the Company or any such Subsidiary is
         subject, or (C) violate any provision of the charter, by-laws or any
         other constitutive document of the Company or any such Subsidiary;

                                    (ix)     The Registration Statement was
         declared effective under the Securities Act as of the date and time
         specified in such opinion, the Prospectus was filed with the Commission
         pursuant to the subparagraph of Rule 424(b)
<PAGE>
         specified in such opinion on the date specified therein, and, to the
         best of the knowledge of such counsel, no stop order suspending the
         effectiveness of the Registration Statement or any part thereof has
         been issued and no proceedings for that purpose have been instituted or
         are pending or contemplated under the Securities Act, and the
         registration statement relating to the Registered Securities, as of its
         effective date, the Registration Statement and the Prospectus, as of
         the date of the Terms Agreement, and each amendment or supplement
         thereto, as of their respective effective or issue dates, complied as
         to form in all material respects with the requirements of the
         Securities Act, the Trust Indenture Act and the Rules and Regulations;
         such counsel, while not passing upon and not assuming responsibility
         for the accuracy, completeness or fairness of the statements contained
         in the Registration Statement, any amendment thereto or the Prospectus
         except to the extent specifically set forth in this paragraph (ix),
         does not believe that any part of the Registration Statement or any
         amendment thereto, as of its date or as of the Closing Date, contained
         any untrue statement of a material fact or omitted to state any
         material fact necessary to make the statements therein not misleading
         or that any part of the Prospectus, as of the date of the Terms
         Agreement or as of such Closing Date, or any amendment or supplement
         thereto, as of its date or as of the Closing Date, contained any untrue
         statement of a material fact or omitted to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading; the
         statements in the Registration Statement and the Prospectus under the
         captions "Certain United States Federal Income Tax Considerations,"
         "Description of Capital Stock," "Description of the Debt Securities,"
         "Description of Depository Shares," "Description of Purchase
         Contracts," "Description of Units," "Description of Warrants" and
         "Description of Trust Preferred Securities," insofar as such statements
         constitute summaries of the laws, regulations, legal matters,
         agreements or other legal documents referred to therein, are accurate
         in all material respects and fairly summarize the matters referred to
         therein; and such counsel do not know of any legal or governmental
         proceedings required to be described in the Registration Statement or
         the Prospectus which are not described as required or of any contracts
         or documents of a character required to be described in the
         Registration Statement or the Prospectus or to be filed as exhibits to
         the Registration Statement which are not described and filed as
         required; it being understood that such counsel need express no opinion
         or belief as to the financial statements or other financial or
         statistical data derived therefrom contained in the Registration
         Statements or the Prospectus;

                                    (x)      The Terms Agreement (including the
         provisions of this Agreement) and, if the Offered Securities are Debt
         Securities or Preferred Stock, any Delayed Delivery Contracts have been
         duly authorized, executed and delivered by the Company.

                                    (xi)     This Agreement has been duly
         authorized, executed and delivered by the Company.

         For the purposes of this subsection (d) only, the term "Subsidiary"
shall have the meaning given to the term "significant subsidiary" in Rule
1-02(w) of Regulation S-X under the Securities Act.

                           (e)      The Representative shall have received an
opinion, dated such Closing Date, of Lisa Bodensteiner, Senior Vice President
and General Counsel of the Company, to the effect that:
<PAGE>
                                    (i)      Each Subsidiary (x) other than
         those Subsidiaries specified in clause (y) of this Section 6(e)(i) has
         been duly incorporated, is validly existing as a corporation in good
         standing under the laws of the jurisdiction of its incorporation, and
         has corporate power and authority to own its property and to conduct
         its business as described in the Prospectus or (y) that is not a
         corporation is a limited partnership, a limited liability company or a
         business trust, has been duly formed and is validly existing as a
         limited partnership, a limited liability company or a business trust,
         as the case may be, in good standing under the laws of the jurisdiction
         of its formation, and has full power and authority to own its property
         and to conduct its business as described in the Prospectus; and, in
         each case, is duly qualified to transact business and is in good
         standing in each jurisdiction in which the conduct of its business or
         its ownership or leasing of property requires such qualification,
         except to the extent that the failure to be so qualified or be in good
         standing would not have a material adverse effect on the condition
         (financial or other), business, properties or results of operations of
         the Company and its Subsidiaries taken as a whole; and the Company is
         not a general partner in any partnership;

                                    (ii)     The Company and each of its
         Subsidiaries possess adequate certificates, authorities, licenses or
         permits issued by appropriate governmental agencies or bodies necessary
         to conduct the business as now operated by them as described in the
         Prospectuses and such counsel is not aware of the receipt of any notice
         of proceedings relating to the revocation or modification of any such
         certificate, authority, license or permit that, if determined adversely
         to the Company or any of its Subsidiaries, would individually or in the
         aggregate have a material adverse effect on the condition (financial or
         other), business, properties or results of operations of the Company
         and its Subsidiaries taken as a whole;

                                    (iii)    The contracts and agreements of the
         Company and its Subsidiaries and affiliates incorporated by reference
         in the Prospectus (including in the Exchange Act Reports incorporated
         by reference in the Prospectus) under the captions "Recent
         Developments" and "Business - Description of Facilities" conform in all
         material respects to the descriptions thereof contained in the
         Prospectus (or such Exchange Act Reports), and the statements under the
         captions "Executive Officers, Directors and Key Employees," "Executive
         Compensation," "Business - Project Development," "Legal Proceedings"
         and "Business - Governmental Regulation," insofar as such statements
         constitute summaries of the legal matters, documents and governmental
         proceedings referred to therein are accurate in all material respects
         and fairly summarize and present the information referred to therein.

                                    (iv)     To such counsel's knowledge, the
         Company (i) is in compliance with any and all applicable Environmental
         Laws, (ii) has received all permits, licenses or other approvals
         required of it under applicable Environmental Laws to conduct its
         business and (iii) is in compliance with all terms and conditions of
         any such permit, license or approval, except where such noncompliance
         with Environmental Laws, failure to receive required permits, licenses
         or other approvals or failure to comply with the terms and conditions
         of such permits, licenses or approvals would not, singly or in the
         aggregate, have a material adverse effect on the condition (financial
         or other), business, properties or results of operations of the Company
         and the Subsidiaries taken as a whole; and

                                    (v)      To such counsel's knowledge, based
         on the conduct of the Company's business as described in the
         Prospectus, neither the Company
<PAGE>
         nor any of its Subsidiaries is (i) a "holding company" or a
         "subsidiary" of a holding company or a "public utility company" under
         Section 2(a) of the Public Utility Holding Company Act of 1935
         ("PUHCA") (except that certain Subsidiaries that are EWGs (as defined
         herein) or QFs (as defined herein) and Cogeneration Corporation of
         America are subsidiaries of a holding company), (ii) subject to
         regulation under the Federal Power Act, as amended ("FPA"), other than
         as a power marketer or an "exempt wholesale generator" ("EWG") that is
         a "public utility" under the FPA or as a "qualifying facility" ("QF")
         under the Public Utility Regulatory Policies Act of 1978 ("PURPA")
         contemplated by 18 C.F.R. Section 292.601(c) or (iii) with respect to
         each of the power generation projects in which the Company or its
         Subsidiaries has an interest that is a "qualifying facility" under
         PURPA, subject to any state law or regulation with respect to rates or
         the financial or organizational regulation of electric utilities, other
         than as contemplated by 18 C.F.R. Section 292.602(c).

                  In giving such opinion, such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the law of the State of
New York, the federal law of the United States and the corporate law of the
State of Delaware, upon opinions of other counsel, who shall be counsel
reasonably satisfactory to counsel for the Underwriters, in which case the
opinion of such other counsel shall also be addressed to the Underwriters.

                           (f)      The Representative shall have received from
Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Underwriters, such
opinion or opinions, dated the Closing Date, with respect to the incorporation
of the Company, the validity of the Offered Securities delivered on the Closing
Date, Registration Statement, the Prospectus and other related matters as the
Representative may require, and the Company shall have furnished to such counsel
such documents as they request for the purpose of enabling them to pass upon
such matters.

                           (g)      The Representative shall have received
letters dated no later than the date of the Terms Agreement from the persons
specified in the section entitled "Lock-Up" of the Terms Agreement whereby each
such person agrees, for the period commencing on such date and ending 90 days
after the Closing Date, not to offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, any shares of Company Common Stock
or other securities convertible into or exchangeable or exercisable for any
shares of Company Common Stock, or publicly disclose the intention to make any
such offer, sale, pledge or disposal (1) other than as bona fide gift or gifts,
provided the donee or donees thereof agree to be bound by the section entitled
"Lock-Up" of the Terms Agreement or (2) without the prior written consent of the
Representative.

                           (h)      The Representative shall have received a
certificate, dated the Closing Date, of the President or any Vice President and
a principal financial or accounting officer of the Company in which such
officers, to the best of their knowledge after reasonable investigation, shall
state that: the representations and warranties of the Company in this Agreement
are true and correct; the Company has complied with all agreements and satisfied
all conditions on their part to be performed or satisfied hereunder at or prior
to the Closing Date; no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or are contemplated by the Commission; and, subsequent to the
date of the most recent financial statements in the Prospectus, there has been
no material adverse change, nor any development or event involving a prospective
material adverse change, in the condition (financial or other), business,
properties or results of operations of the Company and its Subsidiaries taken as
a whole except as set forth in or contemplated by the Prospectus or as described
in such certificate.
<PAGE>
                           (i)      The Representative shall have received a
letter, dated such Closing Date, of Arthur Andersen LLP which meets the
requirements of subsection (a) of this Section, except that the specified date
referred to in such subsection will be a date not more than three days prior to
such Closing Date for the purposes of this subsection.

                  The Company will furnish the Representative with such
conformed copies of such opinions, certificates, letters and documents as the
Representative reasonably request. the Representative may in its sole discretion
waive on behalf of the Underwriters compliance with any conditions to the
obligations of the Underwriters under this Agreement and the Terms Agreement.

                  6.       Indemnification and Contribution. (a) The Company
will indemnify and hold harmless each Underwriter, its partners, directors and
officers and each person, if any, who controls such Underwriter within the
meaning of Section 15 of the Securities Act, against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject,
under the Securities Act or the Exchange Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement, the Prospectus, or any
amendment or supplement thereto, or any related preliminary prospectus or
preliminary prospectus supplement, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement in or omission
or alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through the Representative specifically for use therein, it being understood and
agreed that the only such information furnished by any Underwriter consists of
the information described as such in the Terms Agreement.

                           (b)      Each Underwriter will severally and not
jointly indemnify and hold harmless the Company, and their respective directors
and officers and trustees and each person, if any who controls the Company
within the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities to which the Company may become subject, under
the Securities Act or the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement, the Prospectus, or any amendment
or supplement thereto, or any related preliminary prospectus or preliminary
prospectus supplement, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through the Representative specifically for use therein, and will reimburse any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by any Underwriter consists of the information described
as such in the Terms Agreement.

                           (c)      Promptly after receipt by an indemnified
party under this Section of
<PAGE>
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
the indemnifying party from any liability which it may have to any indemnified
party otherwise than under subsection (a) or (b) above. In case any such action
is brought against any indemnified party and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an indemnified party.

                           (d)      If the indemnification provided for in this
Section is unavailable or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other from
the offering of the Offered Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits received by the Company
on the one hand and the Underwriters on the other shall be deemed to be in the
same proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by the Underwriters from the Company under this Agreement.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Offered Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint.
<PAGE>
                           (e)      The obligations of the Company under this
Section shall be in addition to any liability which the Company may otherwise
have and shall extend, upon the same terms and conditions, to each person, if
any, who controls any Underwriter within the meaning of the Securities Act or
the Exchange Act; and the obligations of the Underwriters under this Section
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
director of the Company, to each officer of the Company who has signed a
Registration Statement and to each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act.

                  7.       Default of Underwriters. If any Underwriter or
Underwriters default in their obligations to purchase Offered Securities under
the Terms Agreement and the aggregate principal amount (if Debt Securities) or
number of shares (if Preferred Stock or Common Stock) of Offered Securities that
such defaulting Underwriter or Underwriters agreed but failed to purchase does
not exceed 10% of the total principal amount (if Debt Securities) or number of
shares (if Preferred Stock or Common Stock) of Offered Securities that the
Underwriters are obligated to purchase on such Closing Date, the Representative
may make arrangements satisfactory to the Company for the purchase of such
Offered Securities by other persons, including any of the Underwriters, but if
no such arrangements are made by the Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective
commitments under the Terms Agreement (including the provisions of this
Agreement), to purchase the Offered Securities that such defaulting Underwriters
agreed but failed to purchase on such Closing Date. If any Underwriter or
Underwriters so default and the aggregate principal amount (if Debt Securities)
or number of shares (if Preferred Stock or Common Stock) of Offered Securities
with respect to which such default or defaults occur exceeds 10% of the total
principal amount (if Debt Securities) or number of shares (if Preferred Stock or
Common Stock) of Offered Securities that the Underwriters are obligated to
purchase on the Closing Date and arrangements satisfactory to the Representative
and the Company for the purchase of such Offered Securities by other persons are
not made within 36 hours after such default, the Terms Agreement will terminate
without liability on the part of any non-defaulting Underwriter or the Company,
except as provided in Section 8 provided that if such default occurs with
respect to Optional Securities after the First Closing Date, this Agreement will
not terminate as to the Firm Securities or any Optional Securities purchased
prior to such termination. As used in this Agreement, the term "UNDERWRITER"
includes any person substituted for an Underwriter under this Section. Nothing
herein will relieve a defaulting Underwriter from liability for its default. The
respective commitments of the several Underwriters for the purposes of this
Section shall be determined without regard to reduction in the respective
Underwriters' obligations to purchase the principal amount (if Debt Securities)
or numbers of shares (if Preferred Stock) of Offered Securities set forth
opposite their names in the Terms Agreement as a result of Delayed Delivery
Contracts entered into by the Company.

                  8.       Survival of Certain Representations and Obligations.
The respective indemnities, agreements, representations, warranties and other
statements of the Company or their officers and of the several Underwriters set
forth in or made pursuant to the Terms Agreement (including the provisions of
this Agreement) will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or on behalf of
any Underwriter and the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If the Terms Agreement is terminated
pursuant to Section 7 or if for any reason the purchase of the Offered
Securities by the Underwriters is not consummated, the Company shall remain
responsible for the expenses to be paid or reimbursed by it pursuant to Section
4 and the respective obligations of the Company and the Underwriters pursuant to
Section 6 shall remain in effect. If the purchase of the Offered Securities by
the Underwriters is not consummated for any reason
<PAGE>
other than solely because of the termination of the Terms Agreement pursuant to
Section 7 or the occurrence of any event specified in clause (ii), (iii), (iv),
(v) or (vi) of Section 5(c), the Company will reimburse the Underwriters for all
out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Offered Securities.

                  9.       Notices. All communications hereunder will be in
writing and, if sent to the Underwriters, will be mailed, delivered, telegraphed
and confirmed or faxed and confirmed to the Representative, c/o                ,
Attention:              , or, if sent to the Company, will be mailed, delivered,
telegraphed and confirmed or faxed and confirmed to it at Calpine Corporation,
50 West San Fernando Street, San Jose, California 95113, Attention: General
Counsel; provided, however, that any notice to an Underwriter pursuant to
Section 7 will be mailed, delivered, telegraphed and confirmed or faxed and
confirmed to such Underwriter.

                  10.      Successors. The Terms Agreement (including the
provisions of this Agreement) will inure to the benefit of and be binding upon
the Company and such Underwriters as are identified in the Terms Agreement and
their respective successors and the officers and directors and controlling
persons referred to in Section 6, and no other person will have any right or
obligation hereunder.

                  11.      Representation of Underwriters. The Representative
will act for the several Underwriters in connection with the financing described
in the Terms Agreement, and any action under such Terms Agreement taken by the
Representative jointly or by the Representative will be binding upon all the
Underwriters.

                  12.      Counterparts. The Terms 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.

                  13.      APPLICABLE LAW. THIS AGREEMENT AND THE TERMS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                  The Company hereby submits to the non-exclusive jurisdiction
of the Federal and state courts in the Borough of Manhattan in The City of New
York in any suit or proceeding arising out of or relating to the Terms Agreement
(including the provisions of this Agreement) or the transactions contemplated
hereby.

                            [Signature page follows.]
<PAGE>
                  If the foregoing is in accordance with the Representative's
understanding of our agreement, kindly sign and return to the Company one of the
counterparts hereof, whereupon it will become a binding agreement between the
Company and the Underwriters in accordance with its terms.

                                     Very truly yours,


                                     CALPINE CORPORATION


                                     By:
                                        --------------------------------
                                     Name:
                                     Title:
<PAGE>
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.


Acting on behalf of itself and as the Representative of the several Underwriters




By:
   -----------------------------
Name:
Title:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.5
<SEQUENCE>4
<FILENAME>f78300orex1-5.txt
<DESCRIPTION>EXHIBIT 1.5
<TEXT>
<PAGE>

                                   EXHIBIT 1.5
                         FORM OF UNDERWRITING AGREEMENT

                              Calpine Capital Trust

                         % [Trust Preferred Securities]

                         (Liquidation Preference $ per )

                    Guaranteed to the Extent Set Forth in the
                    Preferred Securities Guarantee Agreement
                            by, and convertible into
                                Common Stock of,

                               Calpine Corporation

                             UNDERWRITING AGREEMENT

                                                                          , 200_

As Representative of the Several Underwriters,


Ladies and Gentlemen:

        1. Introductory. Calpine Capital Trust , a statutory business trust
formed under the laws of the State of Delaware (the "TRUST"), and Calpine
Corporation, a Delaware corporation, as sponsor of the Trust and as guarantor
(the "COMPANY"), propose, subject to the terms and conditions stated herein,
that the Trust issue and sell          % [Trust Preferred Securities] (the "FIRM
SECURITIES") and also propose that the Trust issue and sell, at the option of
the Underwriters (as defined below), an aggregate of not more than
additional [Trust Preferred Securities] (the "OPTIONAL SECURITIES") as set forth
below. The Firm Securities and the Optional Securities that the Underwriters may
elect to purchase are herein collectively called the "OFFERED SECURITIES". The
Offered Securities represent undivided beneficial interests in the assets of the
Trust, guaranteed by the Company as to the payment of distributions, and as to
payments on liquidation or redemption, to the extent set forth in a guarantee
agreement (the "GUARANTEE") between the Company and Wilmington Trust Company, as
Trustee (the "GUARANTEE TRUSTEE"). The proceeds of the sale by the Trust of the
Offered Securities and its common securities in an aggregate liquidation amount
equal to at least 3% of the total capital of the Trust (the "COMMON SECURITIES")
are to be invested in the due          , 20-- (the "DEBENTURES") of the Company,
to be issued pursuant to an Indenture, dated            , 200-, between the
Company and Wilmington Trust Company, as Trustee (the "DEBENTURE TRUSTEE"). The


                                       1

<PAGE>

Offered Securities will be exchangeable for Debentures, which are convertible
into shares of common stock, par value $0.001 per share, of the Company
("COMPANY COMMON STOCK"). The Company and the Trust understand that the
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus. The Company and the Trust hereby agree with the
several underwriters named in Schedule A hereto (the "UNDERWRITERS") as follows:

        2. Representations and Warranties of the Company and the Trust. Each of
the Trust and the Company jointly and severally represents and warrants to, and
agrees with, the several Underwriters that:

            (a) A registration statement (No. 333-        ), including a form of
prospectus, relating to debt securities, equity securities and guarantees of the
Company, the Offered Securities, the Guarantees, and the debt securities of
certain subsidiaries of the Company to be issued from time to time (the
"REGISTERED SECURITIES") has been filed with the Securities and Exchange
Commission (the "COMMISSION"), such registration statement, as it may have been
amended prior to the date of this Agreement, has become and has been declared
effective under the Securities Act of 1933 (the "SECURITIES ACT") on           ,
200-. Such registration statement, as amended at the time of this Agreement, is
hereinafter referred to as the "REGISTRATION STATEMENT", and the prospectus
included in such Registration Statement, as supplemented by a prospectus
supplement to reflect the terms of the Offered Securities and terms of offering
thereof, as first filed with the Commission pursuant to and in accordance with
Rule 424(b) ("RULE 424(b)") under the Securities Act, including all material
incorporated by reference therein, is hereinafter referred to as the
"PROSPECTUS". No document has been or will be prepared or distributed in
reliance on Rule 434 under the Securities Act. No stop order suspending the
effectiveness of the Registration Statement is in effect and no proceedings for
such purpose are pending before or threatened by the Commission.

            (b) On the effective date of the Registration Statement relating to
the Registered Securities, such Registration Statement conformed in all respects
to the requirements of the Securities Act, the Trust Indenture Act of 1939
("TRUST INDENTURE ACT") and the rules and regulations of the Commission ("RULES
AND REGULATIONS") and did not include any untrue statement of material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and on the date of this Agreement,
the Registration Statement and Prospectus will conform in all respects to the
requirements of the Securities Act, the Trust Indenture Act and the Rules and
Regulations, and neither of such documents will include any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, except that the
foregoing does not apply to statements in or omissions from any of such
documents based upon written information furnished to the Company or the Trust
by any Underwriter through the Representative, if any, specifically for use
therein, it being understood and agreed that the only such information is that
described as such in Section 7(b) hereof.

            (c) The Trust has been duly created and is validly existing as a
statutory business trust in good standing under the Delaware Business Trust Act
(the "TRUST ACT") with the power and authority to own property and conduct its
business as described in the Prospectus, and has conducted and will conduct no
business other than the transactions contemplated by this Agreement and as
described in the Prospectus; the Trust is not a party to or bound by any
agreement or instrument other than this Agreement, the Amended and Restated
Declaration of Trust (the "DECLARATION") among the Company, Wilmington Trust
Company, as Delaware Trustee (the "DELAWARE TRUSTEE"), Wilmington Trust Company,
as Property Trustee (the "PROPERTY TRUSTEE"), the administrative trustees named
therein (the "ADMINISTRATIVE TRUSTEES" and, collectively with the Delaware
Trustee and the Property Trustee, the "ISSUER TRUSTEES" and the holders, from
time to time, of the Offered Securities and the Common Securities, the
Remarketing Agree-


                                       2

<PAGE>

ment (the "REMARKETING AGREEMENT") among the Company, the Trust, Wilmington
Trust Company, as Tender Agent, and            , as Remarketing Agent, and the
agreements and instruments contemplated by the Declaration, the Remarketing
Agreement and the Prospectus; the Trust has no liabilities or obligations other
than those arising out of the transactions contemplated by this Agreement and
the Declaration, the Remarketing Agreement and described in the Prospectus; and
the Trust is not a party to or subject to any action, suit or proceeding of any
nature.

            (d) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware, with power
and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus; and the Company is duly qualified to do
business as a foreign corporation in good standing in all other jurisdictions in
which its ownership or lease of property or the conduct of its business requires
such qualification.

            (e) Each Subsidiary of the Company (x) other than those Subsidiaries
specified in clause (y) of this subparagraph has been duly incorporated and is
an existing corporation in good standing under the laws of the jurisdiction of
its incorporation, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus; or (y) that
is not a corporation is a limited partnership, a limited liability company or
business trust, has been duly formed and is validly existing as a limited
partnership, a limited liability company or a business trust, as the case may
be, in good standing under the laws of the jurisdiction of its formation, and
has full power and authority to own its properties and conduct its business as
described in the Prospectus; each Subsidiary of the Company is duly qualified to
do business as a foreign corporation, limited partnership, limited liability
company or business trust, as the case may be, in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification, except where failure to so qualify would
not have a material adverse effect on the condition (financial or other),
business, properties or results of operations of the Company and its
Subsidiaries taken as a whole ("MATERIAL ADVERSE EFFECT"); all of the issued and
outstanding capital stock of each Subsidiary of the Company has been duly
authorized and validly issued and is fully paid and nonassessable; except as set
forth on Schedule B hereto, the capital stock of each Subsidiary owned by the
Company, directly or through Subsidiaries, is owned free from liens,
encumbrances and defects; and the Company is not a general partner in any
partnership. For purposes of this agreement, "SUBSIDIARY" means, as applied to
any person, any corporation, limited or general partnership, trust, association
or other business entity of which an aggregate of at least 50% of the
outstanding Voting Shares or an equivalent controlling interest herein, of such
person is, at any time, directly or indirectly, owned by such person and/or one
or more subsidiaries of such person, including with respect to the Company, the
Trust. For purposes of the definition of "SUBSIDIARY," "VOTING SHARES," means
with respect to any corporation, the capital stock having the general voting
power under ordinary circumstances to elect at least a majority of the board of
directors (irrespective of whether or not at the time stock of any other class
or classes shall have or might have voting power by reason of the happening of
any contingency).

            (f) The Offered Securities have been duly authorized by the Trust
and, when the Offered Securities have been delivered and paid for in accordance
with this Agreement and the Declaration, on each Closing Date (as defined
below), such Offered Securities will have been validly issued, fully paid and
nonassessable preferred undivided beneficial interests in the assets of the
Trust and will conform to the description thereof contained in the Prospectus;
the issuance of the Offered Securities is not subject to preemptive or other
similar rights; the Offered Securities will have the rights set forth in the
Declaration, and the Offered Securities when issued and delivered against
payment therefore as provided herein will be, and the Declaration, when duly
executed and delivered, will be, valid and binding obligations of the Trust.


                                       3


<PAGE>

            (g) The Common Securities have been duly and validly authorized by
the Trust and upon delivery by the Trust to the Company against payment
therefore as shall be described in the Prospectus, will be duly and validly
issued and fully paid undivided beneficial interests in the assets of the Trust
and will conform to the description thereof contained in the Prospectus; the
issuance of the Common Securities is not subject to preemptive or other similar
rights; and all of the issued and outstanding Common Securities of the Trust
will be directly owned by the Company free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equity.

            (h) The Guarantee, the Debentures, the Declaration, the Indenture,
the Remarketing Agreement, the Common Securities Purchase Agreement between the
Trust and the Company (the "COMMON SECURITIES PURCHASE AGREEMENT") and the
Common Securities Guarantee Agreement by the Company for the benefit of the
holders of the Common Securities (the "COMMON SECURITIES GUARANTEE AGREEMENT,"
and collectively with the Guarantee, the Debentures, the Declaration, the
Indenture, the Remarketing Agreement and the Common Securities Purchase
Agreement, the "COMPANY AGREEMENTS") have each been duly authorized and when
validly executed and delivered by the Company and, in the case of the Guarantee,
by the Guarantee Trustee, in the case of the Declaration, by the Issuer
Trustees, in the case of the Indenture, by the Debenture Trustee, in the case of
the Remarketing Agreement, by the Trust and Wilmington Trust Company, as Tender
Agent, in the case of the Common Securities Purchase Agreement, by the Trust
and, in the case of the Debentures, when validly issued by the Company and
validly authenticated and delivered by the Debenture Trustee and paid for by the
Trust, will constitute valid and legally binding obligations of the Company,
enforceable in accordance with their respective terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles; the Debentures will be entitled to the benefits of the
Indenture; the Company Agreements will conform in all material respects to the
descriptions thereof in the Prospectus; and the Indenture, the Guarantee and the
Declaration have each been duly qualified under the Trust Indenture Act.

            (i) When the Offered Securities are delivered and paid for pursuant
to this Agreement on each Closing Date, such Offered Securities will be
exchangeable for Debentures which will be convertible into the Common Stock of
the Company in accordance with their terms and the terms of the Declaration and
Indenture, as applicable (the Common Stock into which the Offered Securities are
ultimately convertible are referred to herein as the "UNDERLYING SHARES"); the
Debentures and the Underlying Shares initially issuable upon conversion of such
Offered Securities have been duly authorized and reserved for issuance upon such
conversion and, when issued upon such conversion, will be validly issued, fully
paid and nonassessable; the outstanding shares of Company Common Stock and the
Underlying Shares will conform to the description thereof contained in the
Prospectus; the outstanding shares of Company Common Stock are listed on the New
York Stock Exchange (the "STOCK EXCHANGE"); the Underlying Shares have been
approved for listing on the Stock Exchange, subject to notice of issuance; and
the stockholders of the Company have no preemptive rights with respect to the
Offered Securities, the Debentures or the Underlying Shares.

            (j) Except as shall be disclosed in the Prospectus, there are no
contracts, agreements or understandings between the Trust or the Company and any
person that would give rise to a valid claim against the Trust, the Company or
any Underwriter for a brokerage commission, finder's fee or other like payment
in connection with this offering.

            (k) Except as (i) set forth on Schedule B hereto and (ii) provided
for in this Agreement there are no contracts, agreements or understandings
between the Trust or the Company and any person granting such person the right
to require the Trust or the Company to file a registration state-


                                       4

<PAGE>

ment under the Securities Act with respect to any securities of the Trust or the
Company owned or to be owned by such person or to require the Company to include
such securities in the securities registered pursuant to the Registration
Statement or in any securities being registered pursuant to any other
registration statement filed by the Company under the Securities Act.

            (l) No consent, approval, authorization, or order of, or filing
with, any governmental agency or body or any court is required for the
consummation of the transactions contemplated by this Agreement or the Company
Agreements in connection with the issuance and sale of the Offered Securities by
the Trust, the distribution of the Debentures pursuant to or upon liquidation of
the Trust, the conversion of the Debentures into the Underlying Shares, the
issuance and sale by the Company of the Debentures and the Guarantee or the
purchase of the Debentures by the Trust, except such as have been obtained and
made under the Securities Act, the Trust Indenture Act and such as may be
required under state securities laws.

            (m) The execution, delivery and performance of this Agreement and
the Company Agreements by the Trust and the Company, as applicable, the issuance
and sale of the Offered Securities by the Trust and the Debentures by the
Company and compliance with the terms and provisions of each of the foregoing by
the Trust and the Company, as applicable, the distribution of the Debentures
pursuant to or upon dissolution or liquidation of the Trust, the purchase of the
Debentures by the Trust, the conversion of Debentures into Company Common Stock
and the consummation by the Company and Trust of the transactions contemplated
herein and therein will not result in a breach or violation of any of the terms
and provisions of, or constitute a default under, any statute, any rule,
regulation or order of any governmental agency or body or any court, domestic or
foreign, having jurisdiction over the Company, the Trust or any Subsidiary of
the Company or any of their properties, or any agreement or instrument to which
the Company, the Trust or any such Subsidiary is a party or by which the
Company, the Trust or any such Subsidiary is bound or to which any of the
properties of the Company, the Trust or any such Subsidiary is subject, or the
charter, by-laws or other organizational document of the Company, the Trust or
any such Subsidiary, and the Trust has full power and authority to authorize,
issue and sell the Offered Securities and Common Securities, and the Company has
full corporate power and authority to authorize and issue and sell the
Debentures and the Guarantee, as contemplated by this Agreement.

            (n) This Agreement and the Company Agreements have been duly
authorized, and this Agreement has been, and the Company Agreements shall be on
the Closing Date, executed and delivered by the Company and the Trust, as
applicable.

            (o) Except as shall be disclosed in the Prospectus, the Company and
its Subsidiaries have good and marketable title to all real properties and all
other properties and assets owned by them, in each case free from liens,
encumbrances and defects that would materially affect the value thereof or
materially interfere with the use made or to be made thereof by them; and except
as shall be disclosed in the Prospectus, the Company and its Subsidiaries hold
any leased real or personal property under valid and enforceable leases with no
exceptions that would materially interfere with the use made or to be made
thereof by them.

            (p) Except as shall be disclosed in the Prospectus, the Trust will,
on the Closing Date, have good and valid title to all the Debentures, free from
liens, encumbrances and defects that would materially affect the value thereof
or materially interfere with the use made or to be made thereof by the Trust.


                                       5


<PAGE>

            (q) The Company, its Subsidiaries and the Trust possess adequate
certificates, authorities or permits issued by appropriate governmental agencies
or bodies necessary to conduct the business now operated by them and have not
received any notice of proceedings relating to the revocation or modification of
any such certificate, authority or permit that, if determined adversely to the
Company or any of its Subsidiaries, would individually or in the aggregate have
a Material Adverse Effect.

            (r) No labor dispute with the employees of the Company or any
Subsidiary exists or, to the knowledge of the Company or the Trust, is imminent
that might have a Material Adverse Effect.

            (s) The Company and its Subsidiaries own, possess or can acquire on
reasonable terms, adequate trademarks, trade names and other rights to
inventions, know-how, patents, copyrights, confidential information and other
intellectual property (collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary
to conduct the business now operated by them, or presently employed by them, and
have not received any notice of infringement of or conflict with asserted rights
of others with respect to any intellectual property rights that, if determined
adversely to the Company or any of its Subsidiaries, would individually or in
the aggregate have a Material Adverse Effect.

            (t) Except as shall be disclosed in the Prospectus, neither the
Company nor any of its Subsidiaries is in violation of any statute, any rule,
regulation, decision or order of any governmental agency or body or any court,
domestic or foreign, relating to the use, disposal or release of hazardous or
toxic substances or relating to the protection or restoration of the environment
or human exposure to hazardous or toxic substances (collectively, "ENVIRONMENTAL
LAWS"), owns or operates any real property contaminated with any substance that
is subject to any Environmental Laws, is liable for any off-site disposal or
contamination pursuant to any Environmental Laws, or is subject to any claim
relating to any Environmental Laws, which violation, contamination, liability or
claim would individually or in the aggregate have a Material Adverse Effect; and
the Company is not aware of any pending investigation which might lead to such a
claim.

            (u) Except as shall be disclosed in the Prospectus, there are no
pending actions, suits or proceedings against or affecting the Company, any of
its Subsidiaries or any of their respective properties that, if determined
adversely to the Company or any of its Subsidiaries, would individually or in
the aggregate have a Material Adverse Effect, or would materially and adversely
affect the ability of the Company or the Trust to perform their respective
obligations under, or contemplated by, this Agreement or the Company Agreements,
or which are otherwise material in the context of the sale of the Offered
Securities or the Debentures; and no such actions, suits or proceedings are
threatened or, to the knowledge of the Company or the Trust, contemplated.

            (v) The financial statements included in the Registration Statement
and the Prospectus present fairly the financial position of the Company and its
consolidated subsidiaries as of the dates shown and their results of operations
and cash flows for the periods shown, and, except as otherwise shall be
disclosed in the Prospectus, such financial statements shall have been prepared
in conformity with the generally accepted accounting principles in the United
States applied on a consistent basis; and the assumptions used in preparing the
pro forma financial statements included in the Registration Statement and the
Prospectus shall provide a reasonable basis for presenting the significant
effects directly attributable to the transactions or events described therein,
the related pro forma adjustments shall give appropriate effect to those
assumptions, and the pro forma columns therein shall reflect the proper
application of those adjustments to the corresponding historical financial
statement amounts.


                                       6


<PAGE>

            (w) The statistical and market-related data (other than
market-related data and statistical data provided by the Company) included in
the Prospectus shall be based on or derived from sources which the Company
believes to be reliable and accurate, it being understood, however, that the
Company has conducted no independent investigation of the accuracy thereof.

            (x) Except as shall be disclosed in the Prospectus, since the date
of the latest audited financial statements that shall be included in the
Prospectus there shall have been no material adverse change, nor any development
or event involving a prospective material adverse change, in the condition
(financial or other), business, properties or results of operations of the
Company and its Subsidiaries taken as a whole, and, except as disclosed in or
contemplated by the Prospectus, there has been no dividend or distribution of
any kind declared, paid or made by the Company on any class of its capital
stock.

            (y) Neither the Trust nor the Company is, nor after giving effect to
the offering and sale of the Offered Securities and the Debentures and the
application of the proceeds thereof as described in the Prospectus, will be an
"investment company" as defined in the Investment Company Act of 1940, as
amended (the "INVESTMENT COMPANY ACT").

            (z) Neither the Company nor any of its Subsidiaries is (i) a
"holding company" or a "subsidiary" of a holding company or a "public utility
company" under Section 2(a) of the Public Utility Holding Company Act of 1935
("PUHCA") (except that certain Subsidiaries that are EWGs (as defined herein) or
QFs (as defined herein) and Cogeneration Corporation of America are subsidiaries
of a holding company), (ii) subject to regulation under the Federal Power Act,
as amended ("FPA"), other than as a power marketer or an "exempt wholesale
generator" ("EWG") that is a "public utility" under the FPA or as a "qualifying
facility" ("QF") under the Public Utility Regulatory Policies Act of 1978, as
amended (16 U.SC. Section 796 et. seq.) ("PURPA"), as contemplated by 18 C.F.R.
Section 292.601(c) or (iii) with respect to each of the power generation
projects in which the Company or its Subsidiaries has an interest that is a QF,
subject to any state law or regulation with respect to rates or the financial or
organizational regulation of electric utilities, other than as contemplated by
18 C.F.R. Section 292.602(c).

            (aa) Each of the power generation projects in which the Company or
its Subsidiaries has an interest which is subject to the requirements under
PURPA and the regulations of the Federal Energy Regulatory Commission ("FERC")
promulgated thereunder, as amended from time to time, necessary to be a
"QUALIFYING COGENERATION FACILITY" and/or a "QUALIFYING SMALL POWER PRODUCTION
FACILITY", meets such requirements.

            (bb) The Company is subject to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT").

        3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Trust and the Company agree that
the Trust shall sell to the Underwriters, and the Underwriters agree, severally
and not jointly, to purchase from the Trust, at a purchase price of $       per
Offered Security plus accumulated distributions from         , 200- to the First
Closing Date (as hereinafter defined), the respective number of Firm Securities
set forth opposite the names of the Underwriters in Schedule A hereto.

        The Trust will deliver against payment of the purchase price the
Registered Securities in the form of one or more permanent global securities in
definitive form (the "FIRM GLOBAL SECURITIES") deposited with the Property
Trustee as custodian for The Depository Trust Company ("DTC") and registered in
the name of Cede & Co., as nominee for DTC. Interests in any permanent global
securities will be held


                                       7

<PAGE>

only in book-entry form through DTC, except in the limited circumstances that
shall be described in the Prospectus. Payment for the Registered Securities
shall be made by the Underwriters in Federal (same day) funds by official bank
check or checks or wire transfer to an account at a bank acceptable to
[underwriter] drawn to the order of Calpine Corporation at the office of
Covington & Burling, 1330 Avenue of the Americas, New York, New York, at 9:00
A.M. (New York time), on           , 200- (the "CLOSING TIME"), or at such other
time not later than seven full business days thereafter as the Representative,
the Company and the Trust determine, such time being herein referred to as the
"FIRST CLOSING DATE," against delivery to the Trustee as custodian for DTC of
the Firm Global Securities representing all of the Registered Securities. The
Firm Global Securities will be made available for checking at the above office
of Covington & Burling (or such other location as the Representative may
direct), at least 24 hours prior to the First Closing Date.

        In addition, upon written notice from the Representative given to the
Company from time to time not more than 30 days subsequent to the date of the
Prospectus, the Underwriters may purchase all or less than all of the Optional
Securities at the purchase price per liquidation amount of Offered Securities
(including any accumulated distributions thereon to the related Optional Closing
Date) to be paid for the Firm Securities. The Trust and the Company agree that
the Trust shall sell to the Underwriters the number of Optional Securities
specified in such notice and the Underwriters agree, severally and not jointly,
to purchase such Optional Securities. Such Optional Securities shall be
purchased for the account of each Underwriter in the same proportion as the
number of Firm Securities set forth opposite such Underwriter's name in Schedule
A hereto bears to the total number of Firm Securities (subject to adjustment by
the Representative to eliminate fractions) and may be purchased by the
Underwriters at their discretion. No Optional Securities shall be sold or
delivered unless the Firm Securities previously have been, or simultaneously
are, sold and delivered. The right to purchase the Optional Securities or any
portion thereof may be exercised from time to time and to the extent not
previously exercised may be surrendered and terminated at any time upon notice
by the Representative to the Trust and the Company.

        Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "CLOSING DATE"), shall be determined by the
Representative on behalf of the Underwriters but shall be not later than five
full business days after written notice of election to purchase Optional
Securities is given. The Company will deliver against payment of the purchase
price the Optional Securities being purchased on each Optional Closing Date in
the form of one or more permanent global securities in definitive form (each, an
"OPTIONAL GLOBAL SECURITY") deposited with the Trustee as custodian for DTC and
registered in the name of Cede & Co., as nominee for DTC. Payment for such
Optional Securities shall be made by the Underwriters in Federal (same day)
funds by official bank check or checks or wire transfer to an account at a bank
acceptable to [underwriter] drawn to the order of Calpine Corporation at the
office of Covington & Burling, against delivery to the Property Trustee as
custodian for DTC of the Optional Global Securities representing all of the
Optional Securities being purchased on such Optional Closing Date.

        As compensation for the Underwriters' commitments, the Company will pay
to the Representative the sum of $          per Offered Security times the total
number of Offered Securities purchased by the Underwriters on each Closing Date
as commissions for the sale of the Offered Securities under this Agreement. Such
payment will be made on each Closing Date with respect to the Offered Securities
purchased on such Closing Date.

        4. Certain Agreements of the Trust and the Company. The Trust and the
Company, jointly and severally, agree with the several Underwriters that they
will furnish to counsel to the Underwriters one signed copy of the registration
statement relating to the Registered Securities, including all exhibits,


                                       8

<PAGE>

in the form it became effective and of all amendments thereto and that, in
connection with each offering of Offered Securities:


            (a) The Trust and the Company will file the Prospectus with the
Commission pursuant to and in accordance with Rule 424(b)(2) (or, if applicable
and if consented to by the Representative), not later than the second business
day following the execution and delivery of this Agreement.


            (b) The Trust and the Company will advise the Representative
promptly of any proposal to amend or supplement the Registration Statement or
the Prospectus and will not effect such amendment or supplementation without the
Representative's consent; and the Trust and the Company will also advise the
Representative promptly of the effectiveness of any such amendment or supplement
and of the institution by the Commission of any stop order proceedings in
respect of a Registration Statement or of any part thereof and will use its best
efforts to prevent the issuance of any such stop order and to obtain as soon as
possible its lifting, if issued.

            (c) If, at any time when a prospectus relating to the Offered
Securities is required to be delivered under the Securities Act in connection
with sales by any Underwriter or dealer, any event occurs as a result of which
the Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, the Trust and the Company promptly will notify the
Representative of such event and promptly will prepare, at its own expense, an
amendment or supplement which will correct such statement or omission or effect
such compliance. Neither the Representative's consent to, nor the Underwriters'
delivery to offerees or investors of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section 5 hereof.

            (d) As soon as practicable, but not later than 16 months, after the
date of this Agreement, the Company and the Trust will make generally available
to their security holders an earnings statement covering a period of at least 12
months beginning after the later of (i) the effective date of the registration
statement relating to the Registered Securities; (ii) the effective date of the
most recent post-effective amendment to the Registration Statement to become
effective prior to the date of this Agreement; and (iii) the date of the
Company's most recent Annual Report on Form 10-K filed with the Commission prior
to date of this Agreement, which will satisfy the provisions of Section 11(a) of
the Act.

            (e) The Trust and the Company will furnish to the Representative
copies of the Registration Statement, any related preliminary prospectus, any
related preliminary prospectus supplement, the Prospectus and all amendments and
supplements to such documents, in each case as soon as available and in such
quantities as the Representative requests, so long as a prospectus relating to
the Offered Securities is required to be delivered under the Securities Act in
connection with sales by any Underwriter or dealer. The Prospectus shall be so
furnished on or prior to 3:00 P.M., New York time, on the business day following
the later of the execution and delivery of this Agreement. All other documents
shall be so furnished as soon as available. The Company will pay the expenses of
printing and distributing to the Underwriters all such documents.

            (f) The Trust and the Company will arrange for the qualification of
the Offered Securities for sale and the determination of their eligibility for
investment under the laws of such jurisdictions as the Representative designates
and will continue such qualifications in effect so long as required for the
resale of the Offered Securities by the Underwriters, provided that neither of
the Trust or the Company


                                       9

<PAGE>

will be required to qualify as a foreign corporation or to file a general
consent to service of process in any such state.

            (g) During the period of five years hereafter, the Company will
furnish to the Representative and, upon request, to each of the other
Underwriters, if any, as soon as practicable after the end of each fiscal year,
a copy of its annual report to stockholders for such year; and the Company will
furnish to the Representative and, upon request, to each of the other
Underwriters, if any, (i) as soon as available, a copy of each report and any
definitive proxy statement of the Company filed with the Commission under the
Exchange Act or mailed to stockholders, and (ii) from time to time, such other
information concerning the Company as the Representative may reasonably request.

            (h) During the period of two years after the later of the Closing
Date and the last Optional Closing Date, neither of the Company nor the Trust
will be or become an "investment company" as defined in the Investment Company
Act.

            (i) The Company will pay all expenses incident to the performance of
its and the Trust's obligations under this Agreement and the Company Agreements,
including, but not limited to, (i) the fees and expenses of the Trustees and the
Issuer Trustees and their professional advisers; (ii) all expenses in connection
with the execution, issue, authentication, packaging and initial delivery of the
Offered Securities, the preparation and printing of this Agreement, the Company
Agreements, the Offered Securities, the Prospectus and amendments and
supplements thereto, and any other document relating to the issuance, offer,
sale and delivery of the Offered Securities; (iii) for any filing fees and other
expenses (including fees and disbursements of counsel) incurred in connection
with qualification of the Offered Securities for sale under the laws of such
jurisdictions as the Representative designates and the printing of memoranda
relating thereto; (iv) for any fees charged by investment rating agencies for
the rating of the Offered Securities or Debentures; (v) expenses incurred in
distributing the Prospectus, any preliminary prospectus, any preliminary
prospectus supplements or any other supplements or amendments to the
Underwriters; and (vi) for any filing fee incident to, and the reasonable fees
and disbursements of counsel to the Underwriters in connection with, the review
by the National Association of Securities Dealers, Inc. of the Offered
Securities and related securities. The Company will reimburse the Underwriters
for all travel expenses of the Underwriters and the Company's officers and
employees and any other expenses of the Underwriters and the Company in
connection with attending or hosting meetings with prospective underwriters of
the Offered Securities.

            (j) For a period of days after the date of the initial offering of
the Offered Securities (the "LOCK-UP PERIOD"), the Company will not, and will
not permit its Subsidiaries to, offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Commission a
registration statement under the Securities Act (other than one or more
registration statements (x) on Form S-3 relating solely to the registration of
shares issuable upon the sale of transferred employee stock options or (y) on
Form S-8) relating to any additional shares of (A) any preferred securities, any
preferred stock or any other securities of a trust (other than the Offered
Securities or the Common Securities), (B) any preferred stock or any other
security of the Company that is substantially similar to the Offered Securities,
(C) any shares of common stock of the Company other than shares of common stock
issuable upon conversion of the Offered Securities and/or the Debentures or (D)
any other securities which are convertible into, or exchangeable or exercisable
for, any of (A) through (C), or publicly disclose the intention to make any such
offer, sale, pledge, disposition or filing, without the prior written consent of
the Representative except (i) grants of employee stock options pursuant to the
terms of a plan in effect on the date hereof or hereafter, (ii) issuances of
Company Common Stock pursuant to the exercise of such options, or (iii) the
exercise of any other employee stock options outstanding on the date hereof.


                                       10

<PAGE>

        5. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Trust and the Company herein, to the accuracy of
the statements of officers of the Trust and the Company made pursuant to the
provisions hereof, to the performance by the Trust and the Company of its
obligations hereunder and to the following additional conditions precedent:

            (a) The Underwriters shall have received a letter, dated the date of
delivery hereof, of Arthur Andersen LLP confirming that they are independent
public accountants within the meaning of the Securities Act and the applicable
published rules and regulations thereunder (the "RULES AND REGULATIONS") and
stating to the effect that:

                (i) in their opinion the financial statements and schedules
        examined by them and included in the Registration Statement and in the
        Prospectus comply as to form in all material respects with the
        applicable accounting requirements of the Securities Act and the related
        published Rules and Regulations;

                (ii) they have performed the procedures specified by the
        American Institute of Certified Public Accountants for a review of
        interim financial information as described in Statement of Auditing
        Standards No. 71, Interim Financial Information, on the unaudited
        financial statements included in the Registration Statement and in the
        Prospectus;

                (iii) on the basis of the review referred to in clause (ii)
        above, a reading of the unaudited pro forma financial statements,
        selected consolidated financial data and ratio of earnings to fixed
        charges included in or incorporated by reference in the Registration
        Statement and inquiries of officials of the Parent who have
        responsibility for financial and accounting matters and other specified
        procedures, nothing came to their attention that caused them to believe
        that:

                    (A) the unaudited pro forma financial, selected consolidated
            financial data and ratio of earnings to fixed charges statements
            included in or incorporated by reference in the Registration
            Statement and the Prospectus do not each comply as to form in all
            material respects with the applicable accounting requirements under
            the Securities Act;

                    (B) the unaudited consolidated net revenue, net operating
            income and summary of earnings, net income and net income per share
            amounts included in the Prospectus do not agree with the amounts set
            forth in the unaudited consolidated financial statements for those
            same periods or were not determined on a basis substantially
            consistent with that of the corresponding amounts in the audited
            statements of income;

                    (C) at the date of the latest available balance sheet read
            by such accountants, or at a subsequent specified date not more than
            three business days prior to the date of this Agreement, there was
            any change in the capital stock or any increase in short-term
            indebtedness or long-term debt of the Company and its consolidated
            subsidiaries or, at the date of the latest available balance sheet
            read by such accountants, there was any decrease in consolidated net
            current as-


                                       11

<PAGE>

            sets or net assets, as compared with amounts shown on the latest
            balance sheet included in the Prospectus or the Exchange Act Reports
            (as defined below); or

                    (D) for the period from the closing date of the latest
            income statement included in the Company's Annual Report on Form
            10-K most recently filed with the Commission and all subsequent
            reports (the "EXCHANGE ACT REPORTS") which have been filed by the
            Company with the Commission or sent to stockholders pursuant to the
            Exchange Act to the closing date of the latest available income
            statement read by such accountants there were any decreases, as
            compared with the corresponding period of the previous year, in
            consolidated net revenues, or net operating income or in the total
            or per share amounts of consolidated net income or in the ratio of
            earnings to fixed charges and preferred stock dividends combined,
            except in all cases set forth in clauses (B) and (C) above for
            changes, increases or decreases which the Prospectus discloses have
            occurred or may occur or which are described in such letter;

                (iv) on the basis of their review of the unaudited pro forma
        financial statements, selected consolidated financial data and ratio of
        earnings to fixed charges included in the Registration Statement and
        Prospectus and inquiries of officials of the Company who have
        responsibility for financial and accounting matters and other specified
        procedures, nothing came to their attention that caused them to believe
        that the unaudited pro forma financial, selected consolidated financial
        data and ratio of earnings to fixed charges statements included in the
        Registration Statement do not each comply as to form in all material
        respects with the applicable accounting requirements under the
        Securities Act; and

                (v) they have compared specified dollar amounts (or percentages
        derived from such dollar amounts) and other financial information
        contained in the Registration Statement and in the Prospectus (in each
        case to the extent that such dollar amounts, percentages and other
        financial information are derived from the general accounting records of
        the Company and its Subsidiaries subject to the internal controls of the
        Company's accounting system or are derived directly from such records by
        analysis or computation) with the results obtained from inquiries, a
        reading of such general accounting records and other procedures
        specified in such letter and have found such dollar amounts, percentages
        and other financial information to be in agreement with such results,
        except as otherwise specified in such letter.

All financial statements and schedules included in material incorporated by
reference in the Prospectus shall be deemed included in the Prospectus for
purposes of this subsection 5(a).

            (b) The Prospectus shall have been filed with the Commission in
accordance with the Rules and Regulations and Section 4(a) of this Agreement. No
stop order suspending the effectiveness of the Registration Statement or of any
part thereof shall have been issued and no proceedings for that purpose shall
have been instituted or, to the knowledge of the Company or the Trust or any
Underwriter, shall be contemplated by the Commission.

            (c) Subsequent to the execution and delivery of this Agreement,
there shall not have occurred (i) any change, or any development or event
involving a prospective change, in the condition (financial or other), business,
properties or results of operations of the Company and its Subsidiaries taken


                                       12

<PAGE>

as one enterprise which, in the judgment of a majority in interest of the
Underwriters including the Representative, is material and adverse and makes it
impractical or inadvisable to proceed with completion of the public offering or
the sale of and payment for the Offered Securities; (ii) any downgrading in the
rating of any debt securities of the Company by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule 436(g) under
the Securities Act), or any public announcement that any such organization has
under surveillance or review its rating of any debt securities of the Company
(other than an announcement with positive implications of a positive upgrading,
and no implication of a possible downgrading, of such rating); (iii) any
material suspension or material limitation of trading in securities generally on
the New York Stock Exchange, or any setting of minimum prices for trading on
such exchange, or any suspension of trading of any securities of the Company on
any exchange or in the over-the-counter market; (iv) any banking moratorium
declared by U.S. Federal or New York authorities; (v) any major disruption of
settlements of book-entry securities in DTC which, in the judgment of the
majority of interest of the Underwriters, including the Representative, makes it
impractical or inadvisable to proceed with completion of the offering or the
sale of and payment for the Offered Securities; or (vi) any outbreak or
escalation of major hostilities involving the United States, any declaration of
war by Congress or any other national or international calamity or emergency if,
in the judgment of a majority in interest of the Underwriters including the
Representative, the effect of any such outbreak, escalation, declaration,
calamity or emergency makes it impractical or inadvisable to proceed with
completion of the offering or the sale of and payment for the Offered
Securities.

            (d) The Underwriters shall have received an opinion, dated such
Closing Date, of Covington & Burling, counsel for the Company, to the effect
that:

                (i) The Company is a corporation duly incorporated, validly
        existing and in good standing under the laws of the State of Delaware
        and has the corporate power and authority to own its properties and
        conduct its business as described in the Prospectus and to issue the
        Debentures and the Guarantee;

                (ii) (A) Each of the Indenture, the Guarantee and the
        Declaration has been duly qualified under the Trust Indenture Act; (B)
        the Indenture has been duly authorized, executed and delivered by the
        Company, and the Debentures delivered on such Closing Date have been
        duly authorized, executed, issued and delivered by the Company; (C) each
        of the other Company Agreements has been duly authorized, executed and
        delivered by the Company; (D) each of the Offered Securities delivered
        on such Closing Date has been duly authorized, executed, issued and
        delivered and is fully paid and nonassessable; (E) each of the Company
        Agreements, including the Indenture, and the Offered Securities
        delivered on such Closing Date conform to the descriptions thereof
        contained in the Prospectus; (F) the Indenture, the Guarantee and the
        Debentures delivered on such Closing Date and all other Company
        Agreements constitute the valid and binding obligations of the Company
        and the Trust, to the extent a party thereto, enforceable in accordance
        with their respective terms; (G) the Declaration and the Offered
        Securities constitute the valid and binding obligations of the Trust,
        enforceable in accordance with their respective terms; and (H) all
        conditions precedent (including covenants, compliance with which
        constitutes conditions precedent) provided for in the Indenture to the
        authentication and delivery of the Offered Securities and each Guarantee
        have been complied with, and the forms and terms of the Offered
        Securities have been established in conformity with the provisions of
        the Indenture; subject, in the case of clauses (F) and (G), to
        bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
        and other


                                       13

<PAGE>

        laws of general applicability relating to or affecting creditors' rights
        and to general equity principles;

                (iii) The Offered Securities delivered on such Closing Date are
        exchangeable for Debentures which will be convertible into the
        Underlying Shares of the Company in accordance with the Declaration and
        the Indenture; the Underlying Shares initially issuable upon conversion
        of such Debentures have been duly authorized and reserved for issuance
        upon such conversion and, when issued upon such conversion in accordance
        with the Debentures, will be validly issued, fully paid and
        nonassessable; and the stockholders of the Company have no preemptive
        rights with respect to the Offered Securities, the Debentures or the
        Underlying Shares;

                (iv) Except as set forth on Schedule B hereto, there are no
        contracts, agreements or understandings known to such counsel between
        the Company and any person granting such person the right to require the
        Company to file a registration statement under the Securities Act with
        respect to any securities of the Company owned or to be owned by such
        person or to require the Company to include such securities in the
        securities to be registered pursuant to the Registration Statement or in
        any securities being registered pursuant to any other registration
        statement filed by the Company under the Securities Act;

                (v) The Trust and the Company are not and, after giving effect
        to the offering and sale of the Offered Securities, the issuance of the
        Debentures and the application of the proceeds thereof as described in
        the Prospectus, will not be an "investment company" within the meaning
        of the Investment Company Act of 1940;

                (vi) No consent, approval, authorization or order of, or filing
        with, any governmental agency or body or any court is required for the
        consummation by the Company and the Trust of the transactions
        contemplated by this Agreement and the Company Agreements in connection
        with the issuance or sale of the Offered Securities by the Trust or the
        Debentures and the Guarantees by the Company, except such as have been
        obtained and made under the Securities Act, the Trust Indenture Act and
        the respective rules and regulations promulgated under the foregoing,
        and except for any of the foregoing as may be required under State
        securities or blue sky laws and the rules and regulations promulgated
        thereunder;

                (vii) Except as set forth in the Prospectus, to such counsel's
        knowledge, there are no pending or threatened actions, suits or
        proceedings against or affecting the Trust, the Company, any of its
        Subsidiaries or any of their respective properties that, if determined
        adversely to the Trust, the Company or any of its Subsidiaries, would
        individually or in the aggregate have a Material Adverse Effect or would
        materially and adversely affect the ability of the Trust or the Company
        to perform their respective obligations under this Agreement or the
        Company Agreements;

                (viii) The execution, delivery and performance of this Agreement
        and the Company Agreements, the issuance and sale of the Offered
        Securities, the issuance of the Debentures and the Guarantee, and
        compliance by the Company and the Trust with the terms and provisions
        hereof and thereof will not (A) violate any statute, rule, regulation or
        order of which such counsel is aware of any governmental agency or body


                                       14

<PAGE>

        or any court having jurisdiction over the Trust, the Company or any
        Subsidiary of the Company or any of their respective properties, (B) to
        such counsel's knowledge, breach the provisions of, or cause a default
        under, any agreement or instrument to which the Trust, the Company or
        any such Subsidiary is a party or by which the Trust, the Company or any
        such Subsidiary is bound or to which any of the properties of the Trust,
        the Company or any such Subsidiary is subject, or (C) violate any
        provision of the charter, by-laws or any other constitutive document of
        the Trust, the Company or any such Subsidiary;

                (ix) The Registration Statement was declared effective under the
        Securities Act as of the date and time specified in such opinion, the
        Prospectus was filed with the Commission pursuant to the subparagraph of
        Rule 424(b) specified in such opinion on the date specified therein,
        and, to the best of the knowledge of such counsel, no stop order
        suspending the effectiveness of the Registration Statement or any part
        thereof has been issued and no proceedings for that purpose have been
        instituted or are pending or contemplated under the Securities Act, and
        the registration statement relating to the Registered Securities, as of
        its effective date, the Registration Statement and the Prospectus, as of
        the date of this Agreement, and each amendment or supplement thereto, as
        of their respective effective or issue dates, complied as to form in all
        material respects with the requirements of the Securities Act, the Trust
        Indenture Act and the Rules and Regulations; such counsel, while not
        passing upon and not assuming responsibility for the accuracy,
        completeness or fairness of the statements contained in the Registration
        Statement, any amendment thereto or the Prospectus except to the extent
        specifically set forth in this paragraph (ix), does not believe that any
        part of the Registration Statement or any amendment thereto, as of its
        date or as of the Closing Date, contained any untrue statement of a
        material fact or omitted to state any material fact necessary to make
        the statements therein not misleading or that any part of the
        Prospectus, as of the date of this Agreement or as of the Closing Date,
        or any amendment or supplement thereto, as of its date or as of the
        Closing Date, contained any untrue statement of a material fact or
        omitted to state any material fact necessary to make the statements
        therein, in the light of the circumstances under which they were made,
        not misleading; the statements in the Registration Statement and the
        Prospectus under the captions "Certain United States Federal Income Tax
        Considerations," "Description of Capital Stock," "Description of the
        Debt Securities," "Description of Depository Shares," "Description of
        Purchase Contracts," "Description of Units," "Description of Warrants"
        and "Description of Trust Preferred Securities," insofar as such
        statements constitute summaries of the laws, regulations, legal matters,
        agreements or other legal documents referred to therein, are accurate in
        all material respects and fairly summarize the matters referred to
        therein; and such counsel do not know of any legal or governmental
        proceedings required to be described in the Registration Statement or
        the Prospectus which are not described as required or of any contracts
        or documents of a character required to be described in the Registration
        Statement or the Prospectus or to be filed as exhibits to the
        Registration Statement which are not described and filed as required; it
        being understood that such counsel need express no opinion or belief as
        to the financial statements or other financial or statistical data
        derived therefrom contained in the Registration Statements or the
        Prospectus; and

                (x) This Agreement has been duly authorized, executed and
        delivered by the Company.


                                       15

<PAGE>

        In rendering such opinion, Covington & Burling may rely upon the opinion
of          , as to all matters of Delaware law (other than the Delaware General
Corporation Law), and such opinion of Covington & Burling shall be subject to
all of the qualifications and assumptions set forth in the opinion of . For the
purposes of this subsection (d) only, the term "Subsidiary" shall have the
meaning given to the term "significant subsidiary" in Rule 1-02(w) of Regulation
S-X under the Securities Act.

            (e) The Underwriters shall have received an opinion, dated such
Closing Date, of Lisa Bodensteiner, Vice President and General Counsel of the
Company, to the effect that:

                (i) Each Subsidiary of the Company (x) other than the Trust and
        those Subsidiaries specified in clause (y) of this Section 6(e)(i) has
        been duly incorporated, is validly existing as a corporation in good
        standing under the laws of the jurisdiction of its incorporation, and
        has corporate power and authority to own its property and to conduct its
        business as described in the Prospectus or (y) that is not a corporation
        is a limited partnership, a limited liability company or a business
        trust has been duly formed and is validly existing as a limited
        partnership, a limited liability company or a business trust, as the
        case may be, in good standing under the laws of the jurisdiction of its
        formation, and has full power and authority to own its property and to
        conduct its business as described in the Prospectus; and, in each case,
        is duly qualified to transact business and is in good standing in each
        jurisdiction in which the conduct of its business or its ownership or
        leasing of property requires such qualification, except to the extent
        that the failure to be so qualified or be in good standing would not
        have a material adverse effect on the condition (financial or other),
        business, properties or results of operations of the Company and its
        Subsidiaries, taken as a whole; and the Company is not a general partner
        in any partnership;

                (ii) The Company and each of its Subsidiaries possess adequate
        certificates, authorities, licenses or permits issued by appropriate
        governmental agencies or bodies necessary to conduct the business as now
        operated by them as described in the Prospectus and such counsel is not
        aware of the receipt of any notice of proceedings relating to the
        revocation or modification of any such certificate, authority, license
        or permit that, if determined adversely to the Company or any of its
        Subsidiaries, would individually or in the aggregate have a material
        adverse effect on the condition (financial or other), business,
        properties or results of operations of the Company and its Subsidiaries
        taken as a whole;

                (iii) The contracts and agreements of the Company and its
        Subsidiaries and affiliates referred to in the Prospectus (including
        Exchange Act Reports incorporated by reference in the Prospectus) under
        the captions "Recent Developments" and "Business - Description of
        Facilities" conform in all material respects to the descriptions thereof
        contained in the Registration Statement, the Prospectus or such Exchange
        Act Reports, and the statements under the captions "Executive Officers,
        Directors and Key Employees", "Executive Compensation", "Business -
        Project Development", "Legal Proceedings" and "Business - Governmental
        Regulation", insofar as such statements constitute summaries of the
        legal matters, documents and governmental proceedings referred to
        therein fairly summarize and present the information referred to
        therein;

                (iv) To such counsel's knowledge, the Company and each
        Subsidiary of the Company (i) is in compliance with any and all
        applicable Environmental Laws,


                                       16

<PAGE>

        (ii) has received all permits, licenses or other approvals required of
        it under applicable Environmental Laws to conduct its business and (iii)
        is in compliance with all terms and conditions of any such permit,
        license or approval, except where such noncompliance with Environmental
        Laws, failure to receive required permits, licenses or other approvals
        or failure to comply with the terms and conditions of such permits,
        licenses or approvals would not, singly or in the aggregate, have a
        material adverse effect on the condition (financial or other), business,
        properties or results of operations of the Company and the Subsidiaries
        taken as a whole; and

                (v) To such counsel's knowledge, based on the conduct of the
        Company's business as described in the Prospectus, neither the Company
        nor any of its Subsidiaries is (i) a "holding company" or a "subsidiary"
        of a holding company or a "public utility company" under Section 2(a) of
        the Public Utility Holding Company Act of 1935 ("PUHCA") (except that
        certain Subsidiaries that are EWGs (as defined herein) or QFs (as
        defined herein) and Cogeneration Corporation of America are subsidiaries
        of a holding company), (ii) subject to regulation under the Federal
        Power Act, as amended ("FPA"), other than as a power marketer or an
        "exempt wholesale generator" ("EWG") that is a "public utility" under
        the FPA or as a "qualifying facility" ("QF") under the Public Utility
        Regulatory Policies Act of 1978 ("PURPA") contemplated by 18 C.F.R.
        Section 292.601(c) or (iii) with respect to each of the power generation
        projects in which the Company or its Subsidiaries has an interest that
        is a "qualifying facility" under PURPA, subject to any state law or
        regulation with respect to rates or the financial or organizational
        regulation of electric utilities, other than as contemplated by 18
        C.F.R. Section 292.602(c).

        In giving such opinion, such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the law of the State of New
York, the federal law of the United States and the corporate law of the State of
Delaware, upon opinions of other counsel, who shall be counsel reasonably
satisfactory to counsel for the Underwriters, in which case the opinion of such
other counsel shall also be addressed to the Underwriters.

            (f) The Underwriters shall have received an opinion, dated such
Closing Date, of , special Delaware counsel to the Trust and the Company, to the
effect that:

                (i) The Trust has been duly created and is validly existing as a
        business trust in good standing under the laws of the State of Delaware.
        All filings required under the Business Trust Act with respect to the
        creation and valid existence of the Trust as a Delaware business trust
        have been made. Under the Business Trust Act and the Declaration, the
        Trust has all requisite trust power and authority to own its property
        and conduct its business as described in the Prospectus.

                (ii) Under the Business Trust Act and the Declaration, the Trust
        has requisite trust power and authority to authorize, issue and sell the
        Offered Securities and the Common Securities as contemplated by this
        Agreement, the Common Securities Purchase Agreement, the Prospectus and
        the Declaration and to execute, deliver and perform its obligations
        under this Agreement, the Common Securities Purchase Agreement and the
        Remarketing Agreement.


                                       17


<PAGE>

                (iii) The Declaration constitutes a valid and binding obligation
        of the Company and the Trustees, and is enforceable against the Company
        and the Trustees in accordance with its terms, and the terms of the
        Offered Securities as set forth in the Declaration, to the extent they
        are obligations of the Trust, are valid and binding obligations of the
        Trust in accordance with the Declaration.

                (iv) The Offered Securities have been duly authorized for
        issuance by the Declaration and, when issued, executed, authenticated,
        delivered and paid for in accordance with the terms of the Declaration
        and the terms of this Agreement, will be fully paid and, subject to the
        limitation set forth in paragraph (v) below, non-assessable undivided
        beneficial interests in the assets of the Trust and will entitle the
        holders thereof to the benefits of the Declaration except to the extent
        that enforcement of the Declaration may be limited by (a) bankruptcy,
        insolvency, moratorium, receivership, reorganization, liquidation,
        fraudulent conveyance or transfer and other similar laws relating to or
        affecting the rights and remedies of creditors generally, (b) principles
        of equity, including applicable law relating to fiduciary duties
        (regardless of whether considered and applied in a proceeding in equity
        or at law), and (c) the effect of applicable public policy on the
        enforceability of provisions relating to indemnification or
        contribution. Under the Declaration and the Business Trust Act, the
        issuance of the Offered Securities and the Common Securities is not
        subject to preemptive rights.

                (v) Each holder of Offered Securities, in such capacity, will be
        entitled to the same limitation of personal liability as that extended
        to stockholders of private corporations for profit organized under the
        General Corporation Law of the State of Delaware, provided, however, we
        express no opinion with respect to the liability of any holder of
        Offered Securities who is, was or may become a named Trustee of the
        Trust. We note, however, that the holders of the Offered Securities may
        be required to make payment or provide indemnity or security as set
        forth in Sections       and       of the Declaration.

                (vi) Under the Declaration and the Business Trust Act, the
        execution and delivery by the Trust of this Agreement and the Company
        Agreements to which the Trust is a party, and the performance of its
        obligations thereunder, have been duly authorized by all necessary trust
        action on the part of the Trust.

                (vii) The Common Securities have been duly authorized by the
        Declaration and are validly issued and represent undivided beneficial
        interests in the assets of the Trust.

                (viii) The issuance and sale by the Trust of the Trust
        Securities, the purchase by the Trust of the Debentures, the execution,
        delivery and performance by the Trust of this Agreement, the
        consummation by the Trust of the transactions contemplated by this
        Agreement and by the Declaration and compliance by the Trust with its
        obligations under this Agreement, the Declaration, the Remarketing
        Agreement and the Offered Securities do not violate (i) any provisions
        of the Certificate or the Declaration or (ii) any applicable Delaware
        law or Delaware administrative regulation.

                (ix) No filing with, authorization, approval, consent or order
        of any Delaware court or Delaware governmental authority or Delaware
        agency is required


                                       18

<PAGE>

        to be obtained by the Trust solely in connection with the due
        authorization, execution and delivery of this Agreement or the issuance
        and sale of the Trust Securities.

                (x) The Offered Security Holders (other than those Offered
        Security Holders who reside or are domiciled in the State of Delaware)
        will have no liability for income taxes imposed by the State of Delaware
        solely as a result of their participation in the Trust, and the Trust
        will not be liable for any income tax imposed by the State of Delaware.

            (g) The Underwriters shall have received an opinion, dated such
Closing Date, of , special counsel to the Property Trustee, Guarantee Trustee
and Debenture Trustee, to the effect that:

                (i) Wilmington Trust Company is a banking corporation duly
        incorporated and validly existing under the laws of the State of
        Delaware.

                (ii) The execution, delivery and performance by the Property
        Trustee of the Amended and Restated Declaration of Trust, the execution,
        delivery of performance by the Guarantee Trustee of the Guarantee
        Agreement and the execution, delivery and performance by the Debenture
        Trustee of the Indenture have been duly authorized by all necessary
        corporate action on the part of the Property Trustee, the Guarantee
        Trustee and the Debenture Trustee, respectively. The Amended and
        Restated Declaration of Trust, the Guarantee Agreement and the Indenture
        have been duly executed and delivered by the Property Trustee, the
        Guarantee Trustee and the Debenture Trustee, respectively, and the
        Amended and Restated Declaration of Trust constitutes the legal, valid
        and binding obligations of the Property Trustee and is enforceable
        against the Property Trustee in accordance with its terms, except to the
        extent that enforcement thereof may be limited by (a) bankruptcy,
        insolvency, moratorium, receivership, reorganization, liquidation,
        fraudulent conveyance or transfer and other similar laws relating to or
        affecting the rights and remedies of creditors generally, (b) principles
        of equity, including applicable law relating to fiduciary duties
        (regardless of whether considered and applied in a proceeding in equity
        or at law), and (c) the effect of applicable public policy on the
        enforceability of provisions relating to indemnification or
        contribution. Under the Declaration and the Business Trust Act, the
        issuance of the Offered Securities and the Common Securities is not
        subject to preemptive rights.

                (iii) The execution, delivery and performance of the Amended and
        Restated Declaration of Trust, the Guarantee Agreement and the Indenture
        by the Property Trustee, the Guarantee Trustee and the Debenture
        Trustee, respectively, do not violate or constitute a breach of the
        charter or bylaws of the Property Trustee, the Guarantee Trustee or the
        Debenture Trustee, respectively, or the terms of any indenture or other
        agreement or instrument actually known to such counsel and to which the
        Property Trustee, the Guarantee Trustee or the Debenture Trustee,
        respectively, is a party or is bound or any judgment, order or decree
        actually known to such counsel to be applicable to the Property Trustee,
        the Guarantee Trustee or the Debenture Trustee, respectively, of any
        court, regulatory body, administrative agency, governmental body or
        arbitrator having jurisdiction over the Property Trustee, the Guarantee
        Trustee or the Debenture Trustee, respectively.


                                       19


<PAGE>

                (iv) No consent, approval or authorization of, or registration
        with or notice to any Delaware state banking authority is required for
        the execution, delivery or performance by the Property Trustee, the
        Guarantee Trustee or the Debenture Trustee of the Amended and Restated
        Declaration of Trust, the Guarantee Agreement and the Indenture,
        respectively.

            (h) The Underwriters shall have received an opinion, dated such
Closing Date, of [ ], special counsel to the Property Trustee, Guarantee Trustee
and Debenture Trustee, to the effect that:

                (i) The Guarantee Agreement and the Indenture constitute the
        legal, valid and binding agreement of the Guarantee Trustee and the
        Debenture Trustee, respectively, enforceable against the Guarantee
        Trustee and the Debenture Trustee, respectively, in accordance with
        their terms, subject to applicable bankruptcy, insolvency, fraudulent
        transfer, reorganization, moratorium or other laws affecting creditor's
        rights generally from time to time in effect and to general principles
        of equity (including, without limitation, concepts of materiality,
        reasonableness, good faith and fair dealing), regardless of whether
        considered in a proceeding in equity or at law.

                (ii) No consent, approval, authorization or other action by, or
        filing with, any governmental banking authority of the United States of
        America having jurisdiction over the Property Trustee, the Guarantee
        Trustee or the Debenture Trustee is required in connection with (A) the
        execution and delivery by the Property Trustee of the Amended and
        Restated Declaration of Trust or the performance by the Property Trustee
        of its duties thereunder , (B) the execution and delivery by the
        Guarantee Trustee of the Guarantee Agreement or the performance by the
        Guarantee Trustee of its duties thereunder, and (C) the execution and
        delivery by the Debenture Trustee of the Indenture or the performance by
        the Debenture Trustee of its duties thereunder, except such as have been
        obtained, taken or made.

            (i) The Underwriters shall have received from Skadden, Arps, Slate,
Meagher & Flom LLP, counsel for the Underwriters, such opinion or opinions,
dated such Closing Date, with respect to the incorporation of the Company, the
validity of the Offered Securities delivered on such Closing Date, the
Prospectus and other related matters as the Underwriters may require, and the
Company and the Trust shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass upon such matters.

            (j) The Underwriters shall have received letters dated no later than
the date hereof from the persons specified in Schedule C hereto whereby each
person agrees, for the period commencing on such date and ending            days
after the Closing Date, not to offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, any shares of Company Common Stock
or other securities convertible into or exchangeable or exercisable for any
shares of Company Common Stock, enter into a transaction which would have the
same effect, or enter into any swap, hedge or other agreement that transfers, in
whole or in part, any of the economic consequences of ownership of the Company
Common Stock, whether any such aforementioned transaction is to be settled by
delivery of the Company Common Stock or such other securities, in cash or
otherwise, or publicly disclose the intention to make any such offer, sale,
pledge or disposition, or to enter into any such transaction, swap, hedge or
other agreement, (1) other than as a bona fide gift or gifts, provided the donee
or donees thereof agree to be bound by this Agreement or (2) without the prior
written consent of the Representative.


                                       20

<PAGE>

            (k) The Underwriters shall have received a certificate, dated the
Closing Date, of the President or any Vice President and a principal financial
or accounting officer of the Company and an Administrative Trustee of the Trust
in which such officers and trustee, to the best of their knowledge after
reasonable investigation, shall state that: the representations and warranties
of the Company and the Trust in this Agreement are true and correct; the Company
and the Trust have each complied with all agreements and satisfied all
conditions on their part to be performed or satisfied hereunder at or prior to
the Closing Date; no stop order relating to the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or are contemplated by the Commission; and, subsequent to the
date of the most recent financial statements in the Prospectus, there has been
no material adverse change, nor any development or event involving a prospective
material adverse change, in the condition (financial or other), business,
properties or results of operations of the Company and its Subsidiaries taken as
a whole or of the Trust except as set forth in or contemplated by the Prospectus
or as described in such certificate.

            (l) The Underwriters shall have received a letter, dated such
Closing Date, of Arthur Andersen LLP which meets the requirements of subsection
(a) of this Section, except that the specified date referred to in such
subsection will be a date not more than three days prior to such Closing Date
for the purposes of this subsection.

        The Company will furnish the Underwriters with such conformed copies of
such opinions, certificates, letters and documents as the Underwriters
reasonably request. The Representative may in its sole discretion waive on
behalf of the Underwriters compliance with any conditions to the obligations of
the Underwriters hereunder, whether in respect of an Optional Closing Date or
otherwise.

        6. Indemnification and Contribution. (a) The Trust and the Company will
jointly and severally indemnify and hold harmless each Underwriter, its
partners, directors and officers and each person, if any, who controls such
Underwriter within the meaning of Section 15 of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Securities Act or the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus or preliminary prospectus supplement, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that the Trust and the Company
will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with written information furnished
to the Trust and the Company by any Underwriter through the Representative
specifically for use therein, it being understood and agreed that the only such
information furnished by any Underwriter consists of the information described
as such in subsection (b) below.

            (b) Each Underwriter will severally and not jointly indemnify and
hold harmless the Company and the Trust, and their respective directors,
officers and trustees and each person, if any who controls the Company within
the meaning of Section 15 of the Securities Act against any losses, claims,
damages or liabilities to which the Company or the Trust may become subject,
under the Securities Act or the Exchange Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact


                                       21

<PAGE>

contained in the Registration Statement, the Prospectus, or any amendment or
supplement thereto, or any related preliminary prospectus or preliminary
prospectus supplement, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Trust and the Company by
such Underwriter through the Representative specifically for use therein, and
will reimburse any legal or other expenses reasonably incurred by the Trust and
the Company in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred, it being understood
and agreed that the only such information furnished by any Underwriter consists
of the following information in the Prospectus furnished on behalf of each
Underwriter:                 .

            (c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve the indemnifying party from any liability which it may have to any
indemnified party otherwise than under subsection (a) or (b) above. In case any
such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party unless such settlement (i)
includes an unconditional release of such indemnified party from all liability
on any claims that are the subject matter of such action and (ii) does not
include a statement as to, or an admission of, fault, culpability or a failure
to act by or on behalf of an indemnified party.

            (d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Trust and the Company on the one hand and the Underwriters on the other from
the offering of the Offered Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Trust and the Company on the one hand
and the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities as well as any
other relevant equitable considerations. The relative benefits received by the
Trust and the Company on the one hand and the Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Trust and the Company bear to the
total discounts and commissions received by the Underwriters from the Company
and the Trust under this Agreement. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Trust or the Company or the Underwriters
and the parties' relative intent, knowledge, access to information and
oppor-


                                       22

<PAGE>

tunity to correct or prevent such untrue statement or omission. The amount paid
by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Offered Securities purchased by it were resold exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (d) to contribute are several in proportion to
their respective purchase obligations and not joint.

            (e) The obligations of the Trust and the Company under this Section
shall be in addition to any liability which the Trust and the Company may
otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls any Underwriter within the meaning of the
Securities Act or the Exchange Act; and the obligations of the Underwriters
under this Section shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each director of the Company and each person, if any, who
controls the Trust and the Company within the meaning of the Securities Act or
the Exchange Act.

        8. Default of Underwriters. If any Underwriter or Underwriters default
in their obligations to purchase Offered Securities hereunder on either the
First or any Optional Closing Date and the aggregate liquidation amount of
Offered Securities that such defaulting Underwriter or Underwriters agreed but
failed to purchase does not exceed 10% of the total liquidation amount of
Offered Securities that the Underwriters are obligated to purchase on such
Closing Date, the Representative may make arrangements satisfactory to the
Company for the purchase of such Offered Securities by other persons, including
any of the Underwriters, but if no such arrangements are made by such Closing
Date, the non-defaulting Underwriters shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Offered
Securities that such defaulting Underwriters agreed but failed to purchase on
such Closing Date. If any Underwriter or Underwriters so default and the
aggregate liquidation amount of Offered Securities with respect to which such
default or defaults occur exceeds 10% of the total liquidation amount of Offered
Securities that the Underwriters are obligated to purchase on such Closing Date
and arrangements satisfactory to the Representative and the Company for the
purchase of such Offered Securities by other persons are not made within 36
hours after such default, this Agreement will terminate without liability on the
part of any non-defaulting Underwriter or the Company, except as provided in
Section 9 (provided that if such default occurs with respect to Optional
Securities after the First Closing Date, this Agreement will not terminate as to
the Registered Securities or any Optional Securities purchased prior to such
termination). As used in this Agreement, the term "Underwriter" includes any
person substituted for an Underwriter under this Section. Nothing herein will
relieve a defaulting Underwriter from liability for its default.

        9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Trust and the Company or their officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter, the Trust and the Company or any of
their respective Underwriters, officers or directors or any controlling person,
and will survive delivery of and payment for the Offered Securities. If this
Agreement is terminated pursuant to Section 8 or if for any reason the purchase
of the Offered Securities by the Underwriters is not consummated, the Trust and
the Company shall remain responsible for the expenses


                                       23

<PAGE>

to be paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Trust and the Company and the Underwriters pursuant to
Section 7 shall remain in effect, and if any Offered Securities have been
purchased hereunder the representations and warranties in Section 2 and all
obligations under Section 5 shall also remain in effect. If the purchase of the
Offered Securities by the Underwriters is not consummated for any reason other
than solely because of the termination of this Agreement pursuant to Section 8
or the occurrence of any event specified in clause (ii), (iii), (iv), (v) or
(vi) of Section 5(c), the Trust and the Company will reimburse the Underwriters
for all out-of-pocket expenses (including fees and disbursements of counsel)
reasonably incurred by them in connection with the offering of the Offered
Securities.

        10. Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered, telegraphed and confirmed
or faxed and confirmed to the Underwriters, c/o                    , or, if sent
to the Company or the Trust, will be mailed, delivered, telegraphed and
confirmed or faxed and confirmed to it at Calpine Corporation, 50 West San
Fernando Street, San Jose, California 95113, Attention: General Counsel ;
provided, however, that any notice to a Underwriter pursuant to Section 7 will
be mailed, delivered, telegraphed and confirmed, or faxed and confirmed to such
Underwriter.

        11. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7, and no other
person will have any right or obligation hereunder.

        12. Representation of Underwriters. The Representative will act for the
several Underwriters in connection with this financing, and any action under
this Agreement taken by the Representative will be binding upon all the
Underwriters.

        13. Counterparts. 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.

        14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

        Each of the Trust and the Company hereby submits to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in The
City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.

                            [Signature page follows.]


                                       24

<PAGE>

        If the foregoing is in accordance with the Underwriters' understanding
of our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement between the Company, the
Trust and the several Underwriters in accordance with its terms.


                                             Very truly yours,

                                             CALPINE CAPITAL TRUST

                                             By:................................
                                             Name:..............................
                                             Title: Administrative Trustee

                                             CALPINE CORPORATION
                                             By:................................
                                             Name:..............................
                                             Title:.............................



                                      S-25

<PAGE>

The foregoing Underwriting Agreement is
  hereby confirmed and accepted as of
  the date first above written.

      Acting on behalf of itself and as
        the Representative of the several
        Underwriters.

  By:...................................
     Title:


                                      S-26


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>5
<FILENAME>f78300orex4-1.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.1

================================================================================





                               CALPINE CORPORATION


                                       and


                        WILMINGTON TRUST COMPANY, Trustee





--------------------------------------------------------------------------------

                                    Indenture

                           Dated as of August 10, 2000

                                 Debt Securities
--------------------------------------------------------------------------------


<PAGE>

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                    PAGE
                                                                                                    ----
<S>                  <C>                                                                            <C>

                                                    ARTICLE I
                                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1          Definitions..................................................................    5
SECTION 1.2          Other Definitions............................................................   11
SECTION 1.3          Incorporation by Reference of TIA............................................   11
SECTION 1.4          Rules of Construction........................................................   12


                                                   ARTICLE II
                                                 THE SECURITIES

SECTION 2.1          Securities Issuable in Series................................................   12
SECTION 2.2          Form and Dating..............................................................   14
SECTION 2.3          Execution and Authentication.................................................   15
SECTION 2.4          Registrar and Paying Agent...................................................   16
SECTION 2.5          Paying Agent To Hold Money in Trust..........................................   16
SECTION 2.6          Securityholder Lists.........................................................   17
SECTION 2.7          Transfer and Exchange........................................................   17
SECTION 2.8          Replacement Securities.......................................................   19
SECTION 2.9          Outstanding Securities.......................................................   19
SECTION 2.10         Determination of Holders' Action.............................................   20
SECTION 2.11         Temporary Securities.........................................................   20
SECTION 2.12         Cancellation.................................................................   20
SECTION 2.13         Defaulted Interest...........................................................   20


                                                   ARTICLE III
                                                    COVENANTS

SECTION 3.1          Payment of Securities........................................................   21
SECTION 3.2          Maintenance of Office or Agency..............................................   21
SECTION 3.3          Limitation on Sale/Leaseback Transactions....................................   21
SECTION 3.4          Limitation on Liens..........................................................   22
SECTION 3.5          Compliance Certificate.......................................................   23
SECTION 3.6          SEC Reports..................................................................   23
SECTION 3.7          Further Instruments and Acts.................................................   24
SECTION 3.8          Waiver of Certain Covenants..................................................   24


                                                   ARTICLE IV
                                      CONSOLIDATION, MERGER, SALE AND LEASE

SECTION 4.1          Merger and Consolidation of Company..........................................   24
SECTION 4.2          Successor Substituted........................................................   25
</TABLE>




                                       2
<PAGE>

<TABLE>
<CAPTION>
                                                                                                    PAGE
                                                                                                    ----
<S>                  <C>                                                                            <C>
                                                    ARTICLE V
                                              DEFAULTS AND REMEDIES

SECTION 5.1          Events of Default............................................................   25
SECTION 5.2          Acceleration.................................................................   27
SECTION 5.3          Other Remedies...............................................................   27
SECTION 5.4          Waiver of Past Defaults......................................................   27
SECTION 5.5          Control by Majority..........................................................   27
SECTION 5.6          Limitation on Suits..........................................................   28
SECTION 5.7          Rights of Holders To Receive Payment.........................................   28
SECTION 5.8          Collection Suit by Trustee...................................................   28
SECTION 5.9          Trustee May File Proofs of Claim.............................................   29
SECTION 5.10         Priorities...................................................................   29
SECTION 5.11         Undertaking for Costs........................................................   29
SECTION 5.12         Waiver of Stay or Extension Laws.............................................   30


                                                   ARTICLE VI
                                                     TRUSTEE

SECTION 6.1          Duties of Trustee............................................................   30
SECTION 6.2          Rights of Trustee............................................................   31
SECTION 6.3          Individual Rights of Trustee.................................................   32
SECTION 6.4          Trustee's Disclaimer.........................................................   32
SECTION 6.5          Notice of Defaults...........................................................   32
SECTION 6.6          Reports by Trustee to Holders................................................   32
SECTION 6.7          Compensation and Indemnity...................................................   32
SECTION 6.8          Replacement of Trustee.......................................................   33
SECTION 6.9          Successor Trustee by Merger, etc.............................................   35
SECTION 6.10         Eligibility; Disqualification; Conflicting Interests.........................   35
SECTION 6.11         Preferential Collection of Claims Against Company............................   35


                                                   ARTICLE VII
                                     SATISFACTION AND DISCHARGE OF INDENTURE


SECTION 7.1          Discharge of Liability on Securities.........................................   35
SECTION 7.2          Termination of Company's Obligations.........................................   36
SECTION 7.3          Defeasance and Discharge of Indenture........................................   37
SECTION 7.4          Defeasance of Certain Obligations............................................   38
SECTION 7.5          Application of Trust Money...................................................   40
SECTION 7.6          Repayment to Company.........................................................   40
SECTION 7.7          Reinstatement................................................................   40
SECTION 7.8          Deposited Money and U.S. Government Obligations to be Held in Trust:
                     Miscellaneous Provisions.....................................................   41



                                                  ARTICLE VIII
                                           AMENDMENTS AND SUPPLEMENTS

SECTION 8.1          Without Consent of Holders...................................................   41
SECTION 8.2          With Consent of Holders......................................................   42
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                                                                                    PAGE
                                                                                                    ----
<S>                  <C>                                                                            <C>
SECTION 8.3          Compliance with Trust Indenture Act..........................................   42
SECTION 8.4          Revocation and Effect of Consents............................................   42
SECTION 8.5          Notation on or Exchange of Securities........................................   43
SECTION 8.6          Trustee To Sign Amendments...................................................   43
SECTION 8.7          Fixing of Record Dates.......................................................   43


                                                   ARTICLE IX
                                                   REDEMPTION

SECTION 9.1          Applicability of Article.....................................................   44
SECTION 9.2          Election to Redeem; Notice to Trustee........................................   44
SECTION 9.3          Selection by Trustee of Securities to be Redeemed............................   44
SECTION 9.4          Notice of Redemption.........................................................   44
SECTION 9.5          Deposit of Redemption Price..................................................   45
SECTION 9.6          Securities Redeemed in Part..................................................   45


                                                    ARTICLE X
                                                  MISCELLANEOUS

SECTION 10.1         Trust Indenture Act Controls.................................................   46
SECTION 10.2         Notices......................................................................   46
SECTION 10.3         Communication by Holders with Other Holders..................................   47
SECTION 10.4         Certificate and Opinion as to Conditions Precedent...........................   47
SECTION 10.5         Statements Required in Certificate or Opinion................................   47
SECTION 10.6         Rules by Trustee and Agents..................................................   47
SECTION 10.7         Legal Holidays...............................................................   47
SECTION 10.8         Successors; No Recourse Against Others.......................................   48
SECTION 10.9         Duplicate Originals..........................................................   48
SECTION 10.10        Other Provisions.............................................................   48
SECTION 10.11        Governing Law................................................................   48
SIGNATURES.....................................................................................      49
EXHIBIT A -- Form of Security..................................................................     A-1
</TABLE>




                                       4
<PAGE>

   INDENTURE, dated as of August 10, 2000, between Calpine Corporation, a
Delaware corporation (the "Company"), and Wilmington Trust Company, a Delaware
banking corporation (the "Trustee").

   WHEREAS, the Company desires to issue debt securities in one or more series
from time to time hereunder in an unlimited aggregate principal amount; and

   WHEREAS, the Trustee desires to act as Trustee with respect to such
securities;

   NOW, THEREFORE, each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the holders of such securities
or of series thereof:


                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1  Definitions.

   "Affiliate" of any specified Person means any other Person, directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control", when used with respect to any Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

   "Agent" means, with respect to any Series of Securities, any Registrar,
Paying Agent, authenticating agent, co-registrar or additional paying agent
appointed pursuant to this Indenture with respect to such Series.

   "Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at
the time of determination, the present value (discounted at the rate of interest
set forth or implicit in the terms of such lease (or, if not practicable to
determine such rate, the weighted average rate of interest borne by the
Securities outstanding hereunder (calculated, in the event of the issuance of
any original issue discount Securities, based on the imputed interest rate with
respect thereto)), compounded annually) of the total obligations of the lessee
for rental payments during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such lease has been
extended).

   "Average Life" means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the sum
of the products of (A) the numbers of years from the date of determination to
the dates of each successive scheduled principal payment of such Indebtedness or
scheduled redemption or similar payment with respect to such Indebtedness or
Preferred Stock multiplied by (B) the amount of such payment by (ii) the sum of
all such payments.

   "Board of Directors" means the Board of Directors of the Company or any
authorized committee thereof.

   "Board Resolution" means a copy of a resolution certified by the Secretary or
an Assistant Secretary of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.




                                       5
<PAGE>

   "Business Day" means each day which is not a Legal Holiday.

   "Capital Stock" means any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation or any and
all equivalent ownership interests in a Person (other than a corporation).

   "Capitalized Lease Obligations" of any Person means the rental obligations
under any lease of any property (whether real, personal or mixed) of which the
discounted present value of the rental obligations of such Person as lessee, in
conformity with GAAP, is required to be capitalized on the balance sheet of such
Person; the Stated Maturity of any such lease shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a
penalty.

   "Code" means the Internal Revenue Code of 1986, as amended.

   "Common Stock" means the Common Stock, par value $.001 per share, of the
Company.

   "Company" means the party named as such in this Indenture until a successor
replaces it pursuant to the terms and conditions of this Indenture and
thereafter means the successor.

   "Consolidated Current Liabilities," as of the date of determination, means
the aggregate amount of consolidated liabilities of the Company and its
consolidated Restricted Subsidiaries which may properly be classified as current
liabilities (including taxes accrued as estimated), after eliminating (i) all
inter-company items between the Company and its Subsidiaries and (ii) all
current maturities of long-term Indebtedness, all as determined in accordance
with GAAP.

   "Consolidated Net Tangible Assets" means, as of any date of determination, as
applied to the Company, the total amount of Consolidated assets (less
accumulated depreciation or amortization, allowances for doubtful receivables,
other applicable reserves and other properly deductible items) under GAAP which
would appear on a Consolidated balance sheet of the Company and its
Subsidiaries, determined in accordance with GAAP, and after giving effect to
purchase accounting and after deducting therefrom, to the extent otherwise
included, the amounts of: (i) Consolidated Current Liabilities; (ii) minority
interests in consolidated Restricted Subsidiaries held by Persons other than the
Company or a Restricted Subsidiary; (iii) excess of cost over fair value of
assets of businesses acquired, as determined in good faith by the Board of
Directors; (iv) any revaluation or other write-up in value of assets subsequent
to December 31, 1993 as a result of a change in the method of valuation in
accordance with GAAP; (v) unamortized debt discount and expenses and other
unamortized deferred charges, goodwill, patents, trademarks, service marks,
trade names, copyrights, licenses, organization or developmental expenses and
other intangible items; (vi) treasury stock; and (vii) any cash set apart and
held in a sinking or other analogous fund established for the purpose of
redemption or other retirement of Capital Stock to the extent such obligation is
not reflected in Consolidated Current Liabilities.

   "Consolidation" means, with respect to any Person, the consolidation of
accounts of such Person and each of its subsidiaries if and to the extent the
accounts of such Person and such subsidiaries are consolidated in accordance
with GAAP. The term "Consolidated" shall have a correlative meaning.

   "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.




                                       6
<PAGE>

   "Defaulted Interest" means any interest on any Security which is payable, but
is not punctually paid or duly provided for on any Interest Payment Date, such
Defaulted Interest to accrue (except as otherwise provided in accordance with
Section 2.1) at the same rate per annum as interest accrued or accreted, as the
case may be, on the Business Day immediately preceding such Interest Payment
Date.

   "Depository" means The Depository Trust Company, its nominees, and their
respective successors until a successor Depository shall have become such
pursuant to the applicable provisions of this Indenture and thereafter
"Depository" shall mean or include each Person who is then a Depository
hereunder.

   "Directors' Certificate" means a certificate signed by two members of the
Board of Directors.

   "Exchange Act" means the Securities Exchange Act of 1934, as amended.

   "GAAP" means generally accepted accounting principles in the United States of
America as in effect and, to the extent optional, adopted by the Company, on the
date of the Indenture, consistently applied.

   "Guarantee" means, as applied to any obligation, contingent or otherwise, of
any Person, (i) a guarantee, direct or indirect, in any manner, of any part or
all of such obligation (other than by endorsement of negotiable instruments for
collection in the ordinary course of business) and (ii) an agreement, direct or
indirect, contingent or otherwise, the practical effect of which is to insure in
any way the payment or performance (or payment of damages in the event of
nonperformance) of any part or all of such obligation, including the payment of
amounts drawn down under letters of credit.

   "Holder" or "Securityholder" means the Person in whose name a Security is
registered on the Registrar's books.

   "Incur" means, as applied to any obligation, to create, incur, issue, assume,
guarantee or in any other manner become liable with respect to, contingently or
otherwise, such obligation, and "Incurred," "Incurrence" and "Incurring" shall
each have a correlative meaning; provided, however, that any amendment,
modification or waiver of any provision of any document pursuant to which
Indebtedness was previously Incurred shall not be deemed to be an Incurrence of
Indebtedness as long as (i) such amendment, modification or waiver does not (A)
increase the principal or premium thereof or interest rate thereon, (B) change
to an earlier date the Stated Maturity thereof or the date of any scheduled or
required principal payment thereon or the time or circumstances under which such
Indebtedness may or shall be redeemed, (C) if such Indebtedness is contractually
subordinated in right of payment to the Securities, modify or affect, in any
manner adverse to the Holders, such subordination or (D) if the Company is the
obligor thereon, provide that a Restricted Subsidiary shall be an obligor and
(ii) such Indebtedness would, after giving effect to such amendment,
modification or waiver as if it were an Incurrence, comply with clause (i) of
the first proviso to the definition of "Refinancing Indebtedness."

   "Indebtedness" of any Person means, without duplication, (i) the principal in
respect of indebtedness of such Person for money borrowed and; (ii) all
Capitalized Lease Obligations of such Person; (iii) all obligations of such
Person for the reimbursement of any obligor on any letter of credit, banker's
acceptance or similar credit transaction (other than obligations with respect to
letters of credit securing obligations (other than obligations described in (i)
and (ii) above) entered into in the ordinary course of business of such Person
to the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than




                                       7
<PAGE>

the tenth Business Day following receipt by such Person of a demand for
reimbursement following payment on the letter of credit); (iv) all obligations
of the type referred to in clauses (i) through (iii) of other Persons and all
dividends of other Persons for the payment of which, in either case, such Person
is responsible or liable, directly or indirectly, as obligor, guarantor or
otherwise; and (v) all obligations of the type referred to in clauses (i)
through (iv) of other Persons secured by any Lien on any property or asset of
such Person (whether or not such obligation is assumed by such Person), the
amount of such obligation on any date of determination being deemed to be the
lesser of the value of such property or assets or the amount of the obligation
so secured. The amount of Indebtedness of any Person at any date shall be, with
respect to unconditional obligations, the outstanding balance at such date of
all such obligations as described above and, with respect to any contingent
obligations at such date, the maximum liability determined by such Person's
board of directors, in good faith, as, in light of the facts and circumstances
existing at the time, reasonably likely to be Incurred upon the occurrence of
the contingency giving rise to such obligation.

   "Indenture" means, with respect to each Series of Securities, this Indenture
as originally executed or as it is amended or supplemented from time to time by
one or more indentures supplemental hereto entered into in accordance with the
applicable provisions hereof, and shall include the terms of each particular
Series of Securities established as contemplated by Section 2.1.

   "Interest Payment Date" means, with respect to any Series, the stated
maturity of an installment of interest on the Securities of such Series.

   "Lien" means any mortgage, lien, pledge, charge, or other security interest
or encumbrance of any kind (including any conditional sale or other title
retention agreement and any lease in the nature thereof).

   "Officer" means the Chairman, the President, any Vice President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, the Secretary,
any Assistant Treasurer, any Assistant Secretary or the Controller or Principal
Accounting Officer of the Company.

   "Officers' Certificate" means a certificate signed by two Officers, one of
whom must be the President, the Treasurer or a Vice President. Each Officers'
Certificate (other than certificates provided pursuant to TIA Section 314(a)(4))
shall include the statements provided for in TIA Section 314(e), if applicable.

   "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel, if so acceptable, may be an employee of
or counsel to the Company or the Trustee. Each such Opinion of Counsel shall
include the statements provided for in TIA Section 314(e), if applicable.

   "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other entity.

   "Preferred Stock", as applied to the Capital Stock of any corporation, means
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such corporation, over
shares of Capital Stock of any other class of such corporation.




                                       8
<PAGE>

   "Principal" of a Security means the principal of the Security plus, if
applicable, the premium on the Security due on the Stated Maturity or on a
Redemption Date.

   "Redemption Date" means, when used with respect to any Security of any Series
to be redeemed, the date fixed for such redemption by or pursuant to this
Indenture.

   "Redemption Price" means, when used with respect to any Security of any
Series to be redeemed, the price specified in such Security at which it is to be
redeemed pursuant to this Indenture.

   "Refinancing Indebtedness" means Indebtedness that refunds, refinances,
replaces, renews, repays or extends (including pursuant to any defeasance or
discharge mechanism) (collectively, "refinances," and "refinanced" shall have a
correlative meaning) any Indebtedness of the Company or a Restricted Subsidiary
existing on the date of this Indenture or Incurred in compliance with the
Indenture (including Indebtedness of the Company that refinances Indebtedness of
any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that
refinances Indebtedness of another Restricted Subsidiary) including Indebtedness
that refinances Refinancing Indebtedness; provided, however, that (i) if the
Indebtedness being refinanced is contractually subordinated in right of payment
to the Securities, the Refinancing Indebtedness shall be contractually
subordinated in right of payment to the Securities to at least the same extent
as the Indebtedness being refinanced, (ii) the Refinancing Indebtedness is
scheduled to mature either (a) no earlier than the Indebtedness being refinanced
or (b) after the Stated Maturity of the Securities, (iii) the Refinancing
Indebtedness has an Average Life at the time such Refinancing Indebtedness is
Incurred that is equal to or greater than the Average Life of the Indebtedness
being refinanced and (iv) such Refinancing Indebtedness is in an aggregate
principal amount (or if issued with original issue discount, an aggregate issue
price) that is equal to or less than the aggregate principal amount (or if
issued with original issue discount, the aggregate accreted value) then
outstanding (plus fees and expenses, including any premium, swap breakage and
defeasance costs) under the Indebtedness being refinanced; and provided,
further, that Refinancing Indebtedness shall not include (x) Indebtedness of a
Subsidiary of the Company that refinances Indebtedness of the Company or (y)
Indebtedness of the Company or a Restricted Subsidiary that refinances
Indebtedness of an Unrestricted Subsidiary.

   "Restricted Subsidiary" means any Subsidiary of the Company that is not
designated an Unrestricted Subsidiary by the Board of Directors.

   "Sale/Leaseback Transaction" means an arrangement relating to property now
owned or hereafter acquired whereby the Company or a Subsidiary transfers such
property to a Person and leases it back from such Person, other than leases for
a term of not more than 36 months or between the Company and a Wholly Owned
Subsidiary or between Wholly Owned Subsidiaries.

   "SEC" means the Securities and Exchange Commission.

   "Securities" means unsecured debentures, notes or other evidence of
indebtedness of the Company that are issued under and pursuant to the terms of
this Indenture.

   "Securities Act" means the Securities Act of 1933, as amended.

   "Senior Indebtedness" means all indebtedness incurred, assumed or guaranteed
by the Company, whether or not represented by bonds, debentures notes or other
securities, for money borrowed, and any deferrals, renewals




                                       9
<PAGE>

or extensions or refunding of any such indebtedness, unless in the instrument
creating or evidencing any such indebtedness or pursuant to which the same is
outstanding it is specifically stated, at or prior to the time the Company
becomes liable in respect thereof, that any such indebtedness or such deferral,
renewal, extension or refunding thereof is not Senior Indebtedness.

   "Significant Subsidiary" means any Subsidiary (other than an Unrestricted
Subsidiary) that would be a "Significant Subsidiary" of the Company within the
meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

   "Stated Maturity" means, with respect to any security, the date specified in
such security as the fixed date on which the principal of such security is due
and payable, including pursuant to any mandatory redemption provision (but
excluding any provision providing for the repurchase of such security at the
option of the holder thereof upon the happening of any contingency).

   "Subsidiary" means, as applied to any Person, any corporation, partnership,
trust, association or other business entity of which an aggregate of at least
50% of the outstanding Voting Shares or an equivalent controlling interest
therein, of such Person is, at the time, directly or indirectly, owned by such
Person and/or one or more Subsidiaries of such Person.

   "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb)
as in effect on the date first above written.

   "Trustee" means the party named as such above until a successor replaces it
and thereafter means the successor, and if at any time there is more than one
such Person, "Trustee" as used with respect to the Securities of any Series
shall mean the Trustee with respect to the Securities of that Series.

   "Trust Officer" means any officer of the Trustee assigned by the Trustee to
administer its corporate trust matters or to whom any corporate trust matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

   "Uniform Commercial Code" means the New York Uniform Commercial Code as in
effect from time to time.

   "Unrestricted Subsidiary" means (i) any Subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors in the manner provided below and (ii) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary
(including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds
any Lien on any property of, the Company or any other Subsidiary that is not a
Subsidiary of the Subsidiary to be so designated; provided, that the Subsidiary
to be so designated and all other Subsidiaries previously so designated at the
time of any determination hereunder shall, in the aggregate, have total assets
not greater than 5% of Consolidated Net Tangible Assets as determined based on
the Consolidated balance sheet of the Company as of the end of the most recent
fiscal quarter for which financial statements are available. The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary of the Company; provided, however, that immediately after giving
effect to such designation no Default or Event of Default shall have occurred
and be continuing. Any such designation by the Board of Directors shall be
evidenced to the Trustee by promptly filing with the Trustee a Board Resolution
giving effect to such




                                       10
<PAGE>

designation and an Officers' Certificate certifying that such designation
complied with the foregoing provision; provided, however, that the failure to so
file such resolution and/or Officers' Certificate with the Trustee shall not
impair or affect the validity of such designation.

   "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii) are not callable or redeemable before the Stated Maturity
thereof.

   "Voting Shares," with respect to any corporation, means the Capital Stock
having the general voting power under ordinary circumstances to elect at least a
majority of the board of directors (irrespective of whether or not at the time
stock of any other class or classes shall have or might have voting power by
reason of the happening of any contingency).

   "Wholly Owned Subsidiary" means a Subsidiary (other than an Unrestricted
Subsidiary) all the Capital Stock of which (other than directors' qualifying
shares) is owned by the Company or another Wholly Owned Subsidiary.

SECTION 1.2 Other Definitions.

<TABLE>
<CAPTION>
                                                                                DEFINED IN
             TERM                                                                SECTION
             ----                                                               ----------
             <S>                                                                <C>
             "Additional Securities"...................................             2.1
             "Bankruptcy Law"..........................................             5.1
             "Custodian"...............................................             5.1
             "Event of Default"........................................             5.1
             "Global Securities".......................................             2.2
             "Legal Holiday"...........................................            10.7
             "Notice of Default".......................................             5.1
             "Paying Agent"............................................             2.4
             "Registrar"...............................................             2.4
             "Series"..................................................             2.1
             "Successor Corporation"...................................             4.1(i)
</TABLE>

SECTION 1.3 Incorporation by Reference of TIA.

   Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

   The following TIA terms used in this Indenture have the following meanings:

      "Commission" means the SEC;

      "indenture securities" means the Securities;

      "indenture security holder" means a Holder or Securityholder;




                                       11
<PAGE>

      "indenture to be qualified" means this Indenture;

      "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the indenture securities means the Company or any other
      obligor on the indenture securities.

      All other terms used in this Indenture that are defined by the TIA,
   defined by TIA reference to another statute or defined by SEC rule under the
   TIA have the meanings assigned to them by the TIA.

SECTION 1.4 Rules of Construction.

   Unless the context otherwise requires:

      (a) a term has the meaning assigned to it;

      (b) "generally accepted accounting principles" means, and any accounting
   term not otherwise defined has the meaning assigned to it and shall be
   construed in accordance with, GAAP;

      (c) "or" is not exclusive;

      (d) words in the singular include the plural, and in the plural include
   the singular;

      (e) provisions apply to successive events and transactions;

      (f) "including" means "including, without limitation";

      (g) unsecured debt shall not be deemed to be subordinate or junior to
   secured debt merely by virtue of its nature as unsecured debt;

      (h) the principal amount of any non-interest bearing or other discount
   Security at any date shall be the principal amount thereof that would be
   shown on a balance sheet of the Company dated such date prepared in
   accordance with generally accepted accounting principles; and

      (i) the principal amount (if any) of any Preferred Stock shall be the
   greatest of (i) the stated value, (ii) the redemption price or (iii) the
   liquidation preference of such Preferred Stock.


                                   ARTICLE II

                                 THE SECURITIES

SECTION 2.1 Securities Issuable in Series.

Securities may be issued hereunder in one or more series, each series (a
"Series") having identical terms but for authentication date and public offering
price. Securities of any one Series need not be issued at the same




                                       12
<PAGE>

time and, unless specifically provided otherwise, a Series may be reopened,
without the consent of the Holders, for issuances of additional Securities of
such Series.

   Securities issued hereunder shall be issued pursuant to authority granted by
or pursuant to a Board Resolution and, prior to the issue hereunder of the first
Securities of a Series, the Company shall set forth in a Directors' Certificate,
or establish in one or more indentures supplemental hereto, the following terms
which shall be applicable to such Series:

      (1) the title, including CUSIP number, of the Series (which shall
   distinguish the Securities of such Series from all other Securities);

      (2) any limit upon the aggregate principal amount of the Securities of
   such Series which may be authenticated and delivered under this Agreement
   (except for Securities authenticated and delivered upon registration of
   transfer of, or in exchange for, or for replacement of, or in lieu of, other
   Securities of the Series pursuant to Sections 2.7, 2.8, 2.11, 8.5 or 9.6);

      (3) the date or dates on which the principal of the Securities of the
   Series are payable;

      (4) the rate or rates, or the method of determination thereof, at which
   the Securities of the Series shall bear interest, if any, the date or dates
   from which such interest shall accrue, the Interest Payment Dates on which
   such interest shall be payable and the record dates for the determination of
   Holders to whom interest is payable;

      (5) the place or places where the principal of, and interest on Securities
   of the Series shall be payable;

      (6) the obligation, if any, of the Company to redeem, purchase or repay
   the Securities of such Series pursuant to any right to do so contained in the
   Securities or pursuant to sinking fund or analogous provisions or at the
   option of a Holder thereof and the price or prices at which and the period or
   periods within which and the terms and conditions upon which the Securities
   of such Series shall be redeemed, purchased or repaid, in whole or in part,
   pursuant to such obligation;

      (7) the denominations in which the Securities of such Series shall be
   issuable, if other than integral multiples of $1,000;

      (8) if other than the principal amount thereof, the portion of the
   principal amount of the Securities of such Series which shall be payable upon
   the declaration of acceleration of the maturity thereof pursuant to Section
   5.2;

      (9) any Events of Default or covenants with respect to the Securities of
   such Series, if not set forth in this Indenture;

      (10) if other than those named herein, any other depositaries,
   authenticating or paying agents, transfer agents or registrars or any other
   agents with respect to such Series;

      (11) the stock exchanges, if any, on which the Securities will be listed
   and related information;




                                       13
<PAGE>

      (12) any applicable restrictions on the transfer of any of the Securities
   of such Series;

      (13) if other than the currency of the United States of America, the
   currency, currencies or currency units in which the principal of or interest,
   if any, on any Securities of the Series shall be payable and the manner of
   determining the equivalent thereof in the currencies of the United States of
   America for any purpose;

      (14) if applicable, the terms of any right to convert Securities of the
   Series into, or to exchange Securities of the Series for, shares of Common
   Stock or other securities or property;

      (15) Whether the Securities of the Series shall be issued in whole or in
   part in the form of one or more Global Securities, the Depository for the
   Series, if other than The Depository Trust Company or its successors, and any
   circumstances in addition to or in lieu of those set forth in Section 2.7 in
   which any Global Security may be exchanged in whole or in part for Securities
   registered, and any transfer of such Global Security in whole or in part may
   be registered, in the name or names of Persons other than the Depository for
   such Global Security or a nominee thereof; and

      (16) any other terms of the Series (which terms shall not be inconsistent
   with the provisions of this Indenture).

   All Securities of any one Series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such
Directors' Certificate.

   Additional Securities of the same Series may be issued subsequent to the
original issue date of any Securities of such Series (hereinafter called
"Additional Securities") following the receipt of the Trustee of a Directors'
Certificate pertaining to such Additional Securities, which Directors'
Certificate will identify the Series to which such Additional Securities belongs
and the issue date and aggregate principal amount of the Securities of such
Additional Securities. Any such Additional Securities shall be issued on
original issue as provided in Section 2.3.

   Additional Securities, together with each prior and subsequent Securities of
the same Series, shall constitute one and the same Series of Securities for all
purposes under this Indenture.

SECTION 2.2 Form and Dating.

   The Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A annexed hereto, which is part of this
Indenture, with such appropriate insertions, omissions and other variations as
are required or permitted by this Indenture, and may have such legends or
endorsements placed thereon as the Officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Security shall be dated the date of its authentication.

   The terms and provisions contained in the form of Securities annexed hereto
as Exhibit A shall constitute, and are expressly made, a part of this Indenture.
To the extent applicable, the Company and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby.




                                       14
<PAGE>

   Securities issued in the form of one or more permanent global Securities in
registered form, substantially in the form as above recited (the "Global
Securities"), shall be deposited with or on behalf of the Trustee, as custodian
for the Depository, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. Each Global Security shall bear such legend as
may be required or reasonably requested by the Depository.

   The definitive Securities shall be typed, printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Securities
may be listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

SECTION 2.3 Execution and Authentication.

   Two Officers shall sign the Securities for the Company by manual or facsimile
signature.

   If an Officer whose signature is on a Security no longer holds that office at
the time the Security is authenticated, the Security shall nevertheless be
valid.

   A Security shall not be valid until authenticated by the manual signature of
an authorized officer of the Trustee. The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture.

   The Trustee shall authenticate Securities upon a written order of the Company
signed by two Officers. Such order shall specify the Series and the amount of
the Securities to be authenticated and the date on which such Securities are to
be authenticated. The aggregate principal amount of Securities outstanding at
any time is unlimited. In authenticating such Securities and in accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive and shall be fully protected in relying
upon, an Opinion of Counsel stating,

      (1) that the form or forms of such Securities have been established in
   conformity with the provisions of this Indenture;

      (2) that the terms of such Securities have been established in conformity
   with the provisions of this Indenture; and

      (3) that such Securities, when authenticated and delivered by the Trustee
   and issued by the Company in the manner and subject to any conditions
   specified in such Opinion of Counsel, will constitute valid and legally
   binding obligations of the Company enforceable in accordance with their
   terms, subject to bankruptcy, insolvency, fraudulent transfer,
   reorganization, moratorium and similar laws of general applicability relating
   to or affecting creditors' rights and to general equity principles.

   The Trustee shall initially act as authenticating agent and may subsequently
appoint another Person acceptable to the Company as authenticating agent to
authenticate Securities. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.




                                       15
<PAGE>

Provided that the authentication agent has entered into an agreement with the
Company concerning the authentication agent's duties, the Trustee shall not be
liable for any act or any failure of the authenticating agent to perform any
duty either required herein or authorized herein to be performed by such Person
in accordance with this Indenture.

   The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Holders or would affect the Trustee's own rights, duties
or immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

   The Securities shall be issued only in registered form without coupons and
shall be dated the date of their authentication.

SECTION 2.4 Registrar and Paying Agent.

   The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Securities may be presented for payment ("Paying Agent").
The Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent and the term "Registrar" includes any co-registrar.

   The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture. The
agreement shall implement the provisions of this Indenture that relate to such
agent. The Company shall promptly notify the Trustee of the name and address of
any such agent and any change in the address of such agent. If the Company fails
to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall
be entitled to appropriate compensation therefor pursuant to Section 6.7. The
Company or any Subsidiary or Affiliate of the Company may act as Paying Agent,
Registrar, co-registrar or transfer agent.

   The Company initially appoints the Trustee as Registrar and Paying Agent in
connection with the Securities.

SECTION 2.5 Paying Agent To Hold Money in Trust.

   On or prior to 11:00 a.m., New York City time, on each due date of the
principal and interest on any Security, the Company shall deposit with the
Paying Agent a sum of money denominated in the currency of such payment, in
immediately available funds, sufficient to pay such principal and interest in
funds available when such becomes due. The Company shall require each Paying
Agent (other than the Trustee) to agree in writing that the Paying Agent shall
hold in trust for the benefit of Securityholders or the Trustee all money held
by the Paying Agent for the payment of principal of or interest on the
Securities (whether such money has been paid to it by the Company or any other
obligor on the Securities) and shall notify the Trustee of any default by the
Company (or any other obligor on the Securities) in making any such payment. If
the Company or a Subsidiary or an Affiliate of the Company acts as Paying Agent,
it shall segregate the money held by it as Paying Agent and hold it as a
separate trust fund for the benefit of the Securityholders. If the Company
defaults in its obligation to deposit funds for the payment of principal and
interest the Trustee may, during the continuation of such default, require a
Paying Agent to pay all money held by it to the Trustee. The Company at




                                       16
<PAGE>

any time may require a Paying Agent to pay all money held by it to the Trustee
and to account for any funds disbursed by it. Upon doing so, the Paying Agent
(other than the Company or a Subsidiary or Affiliate of the Company) shall have
no further liability for the money delivered to the Trustee.

SECTION 2.6 Securityholder Lists.

   The Trustee shall preserve in as current a form as reasonably practicable the
most recent list available to it of the names and addresses of Securityholders.
If the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least five Business Days before each Interest Payment Date and at such other
times as the Trustee may request in writing a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of the
Securityholders, and the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.7 Transfer and Exchange.

   The Securities shall be transferable only upon the surrender of a Security to
the Registrar for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of Section 8-401(a)
of the Uniform Commercial Code are met (and the Registrar shall be entitled to
assume such requirements have been met unless it receives written notice to the
contrary) and, if so required by the Trustee or the Company, if the Security
presented is accompanied by a written instrument of transfer in form
satisfactory to the Trustee and the Company, duly executed by the registered
owner or by his or her attorney duly authorized in writing, in which case, the
Registrar shall deliver one or more new Securities of the same Series, of any
authorized denominations and of a like aggregate principal amount. When
Securities are presented to the Registrar or a co-registrar with a request to
exchange them for an equal principal amount of Securities of the same Series and
of other authorized denominations, the Registrar shall make the exchange as
requested if the same requirements are met. To permit registration of transfers
and exchanges, the Company shall execute and the Trustee shall authenticate
Securities at the Registrar's or co-registrar's request. The Depository shall,
by acceptance of a Global Security, agree that transfers of beneficial interests
in such Global Security may be effected only through a book-entry system
maintained by the Depository (or its agent), and that ownership of a beneficial
interest in the Global Security shall be required to be reflected in a book
entry.

   No service charge shall be made for any registration of transfer or exchange
of the Securities, but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange pursuant to Section 2.11, 8.5 or 9.6).

   Prior to the due presentation for registration of transfer of any Security,
the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar
may deem and treat the person in whose name a Security is registered as the
absolute owner of such Security for the purpose of receiving payment of
principal of and interest (subject to the record date provisions thereof) on
such Security and for all other purposes whatsoever, whether or not such
Security is overdue, and none of the Company, the Trustee, the Paying Agent, the
Registrar or any co-registrar shall be affected by notice to the contrary.

   Notwithstanding any other provisions of this Section 2.7, unless and until it
is exchanged in whole or in part for Securities of any Series in definitive
registered form, a Global Security representing all or a portion of the
Securities of a Series may not be transferred except as a whole by the
Depository to a nominee of such




                                       17
<PAGE>

Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by such Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.

   If the Depository notifies the Company that it is unwilling or unable to
continue as Depository for the Global Securities of any Series or if at any time
the Depository shall no longer be eligible under the next sentence of this
paragraph, the Company shall appoint a successor Depository with respect to such
Securities. Each Depository appointed pursuant to this Section 2.7 must, at the
time of its appointment and at all times while it serves as Depository, be a
clearing agency registered under the Exchange Act and any other applicable
statute or regulation. The Company will execute, and the Trustee will
authenticate and deliver upon a written order of the Company signed by two
Officers, Securities in definitive registered form in any authorized
denominations representing Securities of a Series in exchange for such Global
Security or Securities of such Series if (i) the Depository notifies the Company
that it is unwilling or unable to continue as Depository for the Global
Securities of such Series or if at any time the Depository shall no longer be
eligible to serve as Depository and a successor Depository for the Securities of
such Series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility or (ii) an Event of
Default with respect to the Securities of such Series has occurred and is
continuing.

   The Company may at any time and in its sole discretion determine that the
Securities of a Series shall no longer be represented by a Global Security or
Securities. In such event the Company will execute, and the Trustee will
authenticate and deliver upon a written order of the Company signed by two
Officers, Securities of such Series in definitive registered form in any
authorized denominations representing such Securities in exchange for such
Global Security or Securities.

   Upon the exchange of a Global Security for Securities in definitive
registered form without coupons, in authorized denominations, such Global
Security shall be cancelled by the Trustee. Securities in definitive registered
form issued in exchange for a Global Security pursuant to this Section 2.7 shall
be registered in such names and in such authorized denominations as the
Depository for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to or as directed by the Persons in whose names
such Securities are so registered.

   No holder of a beneficial interest in any Global Security held on its behalf
by a Depository shall have any rights under this Indenture with respect to such
Global Security, and such Depository may be treated by the Company, the Trustee,
and any agent of the Company or the Trustee as the owner of such Global Security
for all purposes whatsoever. None of the Company, the Trustee or any agent of
the Company or the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by a Depository or
impair, as between a Depository and such holders of beneficial interests, the
operation of customary practices governing the exercise of the rights of the
Depository (or its nominee) as Holder of any Security.

   The Company shall not be required (A) to issue, register the transfer of or
exchange any Securities of a Series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 9.3 and ending at the
close of business




                                       18
<PAGE>

on the day of such mailing or (B) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

   All Securities issued upon any transfer or exchange pursuant to the terms of
this Indenture will evidence the same debt and will be entitled to the same
benefits under this Indenture as the Securities surrendered upon such transfer
or exchange.

SECTION 2.8 Replacement Securities.

   If a mutilated Security is surrendered to the Registrar or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken
and the Holder furnishes to the Company and the Trustee evidence to their
satisfaction of such loss, destruction or wrongful taking, the Company shall
issue and the Trustee shall, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser,
authenticate a replacement Security of the same Series if the requirements of
Section 8-405 of the Uniform Commercial Code are met (and the Registrar shall be
entitled to assume such requirements have been met unless it receives written
notice to the contrary) and if there is delivered to the Company and the Trustee
such security or indemnity as may be required to save each of them harmless,
satisfactory to the Company and the Trustee. The Company and the Trustee may
charge the Holder for their expenses in replacing a Security.

   In case any such mutilated, lost, destroyed or wrongfully taken Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

   Every replacement Security of each Series is an additional obligation of the
Company and shall be entitled to the benefits of this Indenture.

   The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, lost, destroyed or wrongfully taken Securities.

SECTION 2.9 Outstanding Securities.

   The Securities of each Series outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, and those described in this Section as not outstanding.

   If a Security is replaced or paid pursuant to Section 2.8, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced or paid Security is held by a bona fide purchaser.

   If all the principal and interest on any Securities of any Series are
considered paid under Section 3.1, the Securities of such Series cease to be
outstanding under this Indenture and interest on the Securities of such Series
shall cease to accrue.

   If the Paying Agent (other than the Company or a Subsidiary or an Affiliate
of the Company) holds in accordance with this Indenture on a maturity or
redemption date money sufficient to pay all principal and interest due on that
date with respect to Securities of any Series then on and after that date such
Securities cease to be outstanding and interest on them ceases to accrue (unless
there shall be a default in such payment).




                                       19
<PAGE>

   Subject to Section 2.10, a Security does not cease to be outstanding because
the Company or an Affiliate thereof holds the Security.

SECTION 2.10 Determination of Holders' Action.

   In determining whether the Holders of the required principal amount of any
Series of Securities have concurred in any direction, amendment, waiver or
consent, Securities owned by or pledged to the Company, any other obligor upon
the Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Trustee knows are so
owned or pledged shall be so disregarded.

SECTION 2.11 Temporary Securities.

   Until definitive Securities of any Series are ready for delivery, the Company
may prepare and the Trustee shall authenticate temporary Securities of such
Series. Temporary Securities shall be substantially in the form of definitive
Securities but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee, upon the written order of the Company signed by two Officers, shall
authenticate definitive Securities in exchange for temporary Securities. Until
such exchange, temporary Securities of any Series shall be entitled to the same
rights, benefits and privileges as definitive Securities of such Series.

SECTION 2.12 Cancellation.

   The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment or cancellation and shall deliver to the Company a
certificate of cancellation. The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation.

SECTION 2.13 Defaulted Interest.

   If the Company defaults in a payment of interest on the Securities of any
Series, it shall pay Defaulted Interest, plus any interest payable on the
Defaulted Interest to the extent permitted by law, in any lawful manner. It may
pay the Defaulted Interest to the Persons who are Securityholders on a
subsequent special record date which date shall be at least five Business Days
prior to the payment date. The Company shall fix the special record date and
payment date. At least 15 days before the special record date, the Company (or
the Trustee, in the name of and at the expense of the Company) shall mail to
Securityholders a notice that states the special record date, payment date and
amount of interest to be paid.




                                       20
<PAGE>

                                   ARTICLE III

                                    COVENANTS

SECTION 3.1 Payment of Securities.

   The Company shall pay the principal of, and interest on the Securities of
each Series on the dates and in the manner provided in such Securities. The
Company shall pay interest on overdue principal at the rate borne by or provided
for in such Securities; it shall pay interest on overdue installments of
interest at the rate borne by or provided for in such Securities to the extent
lawful. Principal and interest shall be considered paid on the date due if the
Trustee or the Paying Agent (other than the Company or a Subsidiary or an
Affiliate of the Company) has received from or on behalf of the Company money
sufficient to pay all principal and interest then due in accordance with Section
2.5.

SECTION 3.2 Maintenance of Office or Agency.

   The Company shall maintain in the Borough of Manhattan, the City of New York,
an office or agency where Securities may be surrendered for registration of
transfer or exchange or for presentation for payment and where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee set
forth in Section 10.2. The Company initially appoints the Trustee as its agency
for the foregoing purposes in the Borough of Manhattan, the City of New York.

   The Company may also from time to time designate one or more other offices or
agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York, for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

SECTION 3.3 Limitation on Sale/Leaseback Transactions.

The Company shall not, and shall not permit any Restricted Subsidiary to, enter
into any Sale/ Leaseback Transaction unless (i) the Company or such Restricted
Subsidiary would be entitled to create a Lien on such property securing
Indebtedness in an amount equal to the Attributable Debt with respect to such
transaction without equally and ratably securing the Securities pursuant to
Section 3.4 or (ii) the net proceeds of such sale are at least equal to the fair
value (as determined by the Board of Directors) of such property or asset and
the Company or such Restricted Subsidiary shall apply or cause to be applied an
amount in cash equal to the net proceeds of such sale to the retirement, within
180 days of the effective date of any such arrangement, of Indebtedness of the
Company or any Restricted Subsidiary; provided, however, that in addition to the
transactions permitted pursuant to the foregoing clauses (i) and (ii), the
Company or any Restricted Subsidiary may enter into a Sale/Leaseback Transaction
as long as the sum of (x) the Attributable Debt with respect to such
Sale/Leaseback Transaction and all other Sale/Leaseback Transactions entered
into pursuant to this proviso plus (y) the amount of outstanding Indebtedness
secured by Liens Incurred pursuant to the final proviso to Section




                                       21
<PAGE>

3.4 does not exceed 15% of Consolidated Net Tangible Assets as determined based
on the consolidated balance sheet of the Company as of the end of the most
recent fiscal quarter for which financial statements are available; and
provided, further, that a Restricted Subsidiary may enter into a Sale/Leaseback
Transaction with respect to property or assets owned by such Restricted
Subsidiary, the proceeds of which are used to explore, drill, develop,
construct, purchase, repair, improve or add to property or assets of any
Restricted Subsidiary, or to repay (within 365 days of the commencement of full
commercial operation of any such property) Indebtedness Incurred to explore,
drill, develop, construct, purchase, repair, improve or add to property or
assets of any Restricted Subsidiary.

SECTION 3.4 Limitation on Liens.

The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, incur any Lien on any of its properties or assets
(including Capital Stock), whether owned at the date of issuance of any Series
of Securities pursuant to this Indenture or thereafter acquired, in each case to
secure Indebtedness of the Company or any Restricted Subsidiary, other than
(a)(1) Liens incurred by the Company or any Restricted Subsidiary securing
Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case
may be, to finance the exploration, drilling, development, construction or
purchase of or by, or repairs, improvements or additions to, property or assets
of the Company or such Restricted Subsidiary, as the case may be, which Liens
may include Liens on the Capital Stock of such Restricted Subsidiary or (2)
Liens incurred by any Restricted Subsidiary that does not own, directly or
indirectly, at the time of such original incurrence of such Lien under this
clause (2) any operating properties or assets, securing Indebtedness Incurred to
finance the exploration, drilling, development, construction or purchase of or
by, or repairs, improvements or additions to, property or assets of any
Restricted Subsidiary that does not, directly or indirectly, own any operating
properties or assets at the time of such original incurrence of such Lien, which
Liens may include Liens on the Capital Stock of one or more Restricted
Subsidiaries that do not, directly or indirectly, own any operating properties
or assets at the time of such original incurrence of such Lien, provided,
however, that the Indebtedness secured by any such Lien may not be issued more
than 365 days after the later of the exploration, drilling, development,
completion of construction, purchase, repair, improvement, addition or
commencement of full commercial operation of the property or assets being so
financed; (b) Liens existing on the date of the issuance of such series of
Securities (other than Liens relating to Indebtedness or other obligations being
repaid or Liens that are otherwise extinguished with the proceeds of any
offering of Securities pursuant to this Indenture); (c) Liens on property,
assets or shares of stock of a Person at the time such Person becomes a
Subsidiary; provided, however, that any such Lien may not extend to any other
property or assets owned by the Company or any Restricted Subsidiary; (d) Liens
on property or assets at the time the Company or a Subsidiary acquires the
property or asset, including any acquisition by means of a merger or
consolidation with or into the Company or a Subsidiary; provided, however, that
such Liens are not incurred in connection with, or in contemplation of, such
merger or consolidation; and provided, further, that the Lien may not extend to
any other property or asset owned by the Company or any Restricted Subsidiary;
(e) Liens securing Indebtedness or other obligations of a Subsidiary owing to
the Company or a Restricted Subsidiary or of the Company owing to a Subsidiary;
(f) Liens incurred on assets that are the subject of a Capitalized Lease
Obligation to which the Company or a Subsidiary is a party, which shall include,
Liens on the stock or other ownership interest in one or more Restricted
Subsidiaries leasing such assets; (g) Liens to secure any refinancing,
refunding, extension, renewal or replacement (or successive refinancings,
refundings, extensions, renewals or replacements) as a whole, or in part, of any
Indebtedness secured by any Lien referred to in the foregoing clauses (a), (b),
(c), (d) and (f), provided, however, that (x) such new Lien shall be limited to
all or part of the same property or assets that secured the original Lien (plus
repairs, improvements or additions to such property or assets and Liens on the
stock or other




                                       22
<PAGE>

ownership interest in one or more Restricted Subsidiaries beneficially owning
such property or assets) and (y) the amount of the Indebtedness secured by such
Lien at such time (or, if the amount that may be realized in respect of such
Lien is limited, by contract or otherwise, such limited lesser amount) is not
increased (other than by an amount necessary to pay fees and expenses, including
premiums, related to the refinancing, refunding, extension, renewal or
replacement of such Indebtedness); and (h) Liens by which the Securities are
secured equally and ratably with other Indebtedness pursuant to this Section
3.4; in any such case without effectively providing that the Securities shall be
secured equally and ratably with (or prior to) the obligations so secured for so
long as such obligations are so secured; provided, however, that the Company or
a Restricted Subsidiary may Incur other Liens to secure outstanding Indebtedness
as long as the sum of (x) the lesser of (A) the amount of outstanding
Indebtedness secured by Liens Incurred pursuant to this proviso (or, if the
amount that may be realized in respect of such Lien is limited, by contract or
otherwise, such limited lesser amount) and (B) the fair value (as determined by
the Board of Directors) of the property securing such item of Indebtedness, plus
(y) the Attributable Debt with respect to all Sale/Leaseback Transactions
entered into pursuant to the first proviso to Section 3.3 does not exceed 15% of
Consolidated Net Tangible Assets as determined based on the Consolidated balance
sheet of the Company as of the end of the most recent fiscal quarter for which
financial statements are available.

SECTION 3.5 Compliance Certificate.

   The Company shall, within 120 days after the close of each fiscal year in
which Securities are outstanding hereunder, file with the Trustee an Officer's
Certificate, provided that one Officer executing the same shall be the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, covering the period from the date of issuance of
Securities hereunder to the end of the fiscal year in which the Securities were
first issued hereunder, in the case of the first such certificate, and covering
the preceding fiscal year in the case of each subsequent certificate, and
stating whether or not, to the knowledge of each such executing Officer, the
Company has complied with and performed and fulfilled all covenants on its part
contained in this Indenture and is not in Default in the performance or
observance of any of the terms or provisions contained in this Indenture, and,
if any such signer has obtained knowledge of any Default by the Company in the
performance, observance or fulfillment of any such covenant, term or provision
specifying each such Default and the nature thereof. For the purpose of this
Section 3.5, compliance shall be determined without regard to any grace period
or requirement of notice provided pursuant to the terms of this Indenture.

SECTION 3.6 SEC Reports.

   The Company shall, to the extent required by TIA Section 314(a), file with
the Trustee, within 15 days after the filing with the SEC, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time
no longer subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, it shall, for so long as the Securities remain outstanding, file
with the Trustee, within 15 days after the Company would have been required to
file such documents with the SEC, copies of the annual reports and of the
information, documents and other reports which the Company would have been
required to file with the SEC if the Company had continued to be subject to such
Sections 13 or 15(d). The Company also shall comply with the other provisions of
TIA Section 314(a).




                                       23
<PAGE>

   Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

SECTION 3.7 Further Instruments and Acts.

   The Company (upon the reasonable request of the Trustee) will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to enable the Trustee to exercise and enforce its rights
under this Indenture and to carry out more effectively the purpose of this
Indenture.

SECTION 3.8 Waiver of Certain Covenants.

   The Company may omit in any particular instance to comply with any covenant
or condition set forth in Sections 3.3 to 3.4, inclusive, with respect to any
Series of Securities or any covenant established with respect to such Series
pursuant to Section 2.1(9), if before or after the time for such compliance the
Holders of at least 50% in principal amount of the Securities of such Series at
the time outstanding, shall either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.


                                   ARTICLE IV

                      CONSOLIDATION, MERGER, SALE AND LEASE

SECTION 4.1 Merger and Consolidation of Company.

   The Company shall not in a single transaction or through a series of related
transactions consolidate with or merge with or into any other corporation or
sell, assign, convey, transfer or lease or otherwise dispose of all or
substantially all of its properties and assets to any Person or group of
affiliated Persons, unless:

      (i) either (A) the Company shall be the continuing Person, or (B) the
   Person (if other than the Company) formed by such consolidation or into which
   the Company is merged or to which the properties and assets of the Company
   are sold, assigned, conveyed, transferred, disposed of or leased as aforesaid
   (the "Successor Corporation") shall be a corporation organized and existing
   under the laws of the United States or any State thereof or the District of
   Columbia and shall expressly assume, by an indenture supplemental hereto,
   executed and delivered to the Trustee, in form reasonably satisfactory to the
   Trustee, all the obligations of the Company under this Indenture and each
   Series of Securities;

      (ii) immediately after giving effect to such transaction, no Default shall
   have occurred and be continuing;

      (iii) the Company shall have delivered, or caused to be delivered, to the
   Trustee an Officers' Certificate and, as to legal matters, an Opinion of
   Counsel, each in form reasonably satisfactory to the Trustee, each stating
   that such consolidation, merger, sale, assignment, conveyance, transfer,
   disposition or lease and such




                                       24
<PAGE>

   supplemental indenture comply with this Indenture and that all conditions
   precedent herein provided for relating to such transaction have been complied
   with;

   Notwithstanding the foregoing paragraph (ii), any Restricted Subsidiary, the
Company or any Wholly Owned Subsidiary or Wholly Owned Subsidiaries may
consolidate with or merge into the Company or any Wholly Owned Subsidiary and no
violation of this Section shall be deemed to have occurred as a consequence
thereof, as long as the requirements of paragraphs (i) and (iii) are satisfied
in connection therewith.

SECTION 4.2 Successor Substituted.

   (a) Upon any such consolidation or merger, or any sale, assignment,
conveyance, transfer, disposition or lease of all or substantially all of the
properties or assets of the Company in accordance with Section 4.1, the
Successor Corporation shall succeed to and be substituted for the Company under
this Indenture and each Series of Securities, and the Company shall (except in
the case of a lease) thereupon be released from all obligations hereunder and
under each Series of Securities and the Company, as the predecessor corporation,
may thereupon or at any time thereafter be dissolved, wound up or liquidated.

   (b) In the case of any consolidation, merger or sale, assignment, conveyance,
transfer, disposition or lease described in Section 4.2(a) above, such changes
in form (but not in substance) may be made in the Securities thereafter to be
issued as may be appropriate.


                                    ARTICLE V

                              DEFAULTS AND REMEDIES

SECTION 5.1 Events of Default.

   An "Event of Default" means, with respect to any Series of Securities, any of
the following events:

      (a) default in the payment of interest on any Security of such Series when
   the same becomes due and payable, and such default continues for a period of
   30 days;

      (b) default in the payment of the principal of any Security of such Series
   when the same becomes due and payable at maturity or otherwise;

      (c) material default in performance of any other covenants or agreements
   in the Securities of such Series or this Indenture and the default continues
   for 30 days after the date on which written notice of such default is given
   to the Company by the Trustee or to the Company and the Trustee by Holders of
   at least 25% in principal amount of the Securities of such Series then
   outstanding hereunder;

      (d) there shall have occurred either (i) a default by the Company or any
   Restricted Subsidiary under any instrument or instruments under which there
   is or may be secured or evidenced any Indebtedness of the Company or any
   Restricted Subsidiary of the Company (other than the Securities of such
   Series) having an outstanding principal amount of $50,000,000 (or its foreign
   currency equivalent) or more individually or in the aggregate that has caused
   the holders thereof to declare such Indebtedness to be due and payable prior
   to its Stated Maturity, unless such declaration has been rescinded within 30
   days or (ii) a default by the




                                       25
<PAGE>

   Company or any Restricted Subsidiary in the payment when due of any portion
   of the principal under any such instrument or instruments, and such unpaid
   portion exceeds $50,000,000 (or its foreign currency equivalent) individually
   or in the aggregate and is not paid, or such default is not cured or waived,
   within any grace period applicable thereto, unless such Indebtedness is
   discharged within 30 days of the Company or a Restricted Subsidiary becoming
   aware of such default;

      (e) the Company or any Significant Subsidiary pursuant to or within the
   meaning of any Bankruptcy Law:

          (i) commences a voluntary case;

          (ii) consents to the entry of an order for relief against it in an
      involuntary case;

          (iii) consents to the appointment of a Custodian of it or for all or
      substantially all of its property;

          (iv) makes a general assignment for the benefit of its creditors; or

          (v) admits in writing its inability to generally pay its debts as such
      debts become due;

      or takes any comparable action under any foreign laws relating to
   insolvency;

      (f) a court of competent jurisdiction enters an order or decree under any
   Bankruptcy Law that:

          (i) is for relief against the Company or any Significant Subsidiary in
      an involuntary case;

          (ii) appoints a Custodian of the Company or any Significant Subsidiary
      or for all or substantially all of its property; or

          (iii) orders the winding up or liquidation of the Company or any
      Significant Subsidiary;

   or any similar relief is granted under any foreign laws; and the order or
   decree remains unstayed and in effect for 60 days.

   The term "Bankruptcy Law" means Title 11 of the United States Code or any
similar Federal or State law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

   Any notice of Default given by the Trustee or Securityholders under this
Section must specify the Default, demand that it be remedied and state that the
notice is a "Notice of Default."

   The Company shall deliver to the Trustee, within 30 days after the occurrence
thereof, written notice of any event which with the giving of notice or the
lapse of time or both would become an Event of Default under clause (d), (e) or
(f) hereof.

   Subject to the provisions of Section 6.1 and 6.2, the Trustee shall not be
deemed to have notice or be charged with knowledge of any Default or Event of
Default unless written notice thereof shall have been given to the




                                       26
<PAGE>

Trustee in accordance with Section 10.2 by the Company, the Paying Agent, any
Holder or an agent of any Holder and such notice references the Securities and
this Indenture.

SECTION 5.2  Acceleration.

   If an Event of Default (other than an Event of Default specified in clause
(e) and (f) of Section 5.1 with respect to the Company) occurs and is continuing
with respect to the Securities of any Series, the Trustee by notice to the
Company, or the Holders of at least 25% in principal amount of the Securities of
such Series by notice to the Company and the Trustee, may declare the principal
of and accrued and unpaid interest on all the Securities of such Series to be
due and payable. Upon such declaration the principal and interest shall be due
and payable immediately. If an Event of Default specified in clause (e) or (f)
of Section 5.1 with respect to the Company occurs, the principal of and interest
on all the Securities of each Series shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee
or any Securityholders. An acceleration and its consequences in respect of a
Series of Securities shall be automatically annulled and rescinded; provided,
however, that such annulment and rescission would not conflict with any judgment
or decree and if all existing Events of Default with respect to such Series have
been cured or waived except nonpayment of principal or interest that has become
due solely because of the acceleration. No such rescission shall affect any
subsequent or other Default or Event of Default or impair any consequent right.

SECTION 5.3 Other Remedies.

   If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal or interest on the relevant
Securities or to enforce the performance of any provision of such Securities or
this Indenture.

   The Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 5.4 Waiver of Past Defaults.

   The Holders Of A Majority In Principal Amount Of A Series Of Securities By
Notice To The Trustee May Waive An Existing Default And Its Consequences With
Respect To Such Series, Except (a) A Default In The Payment Of The Principal Of
Or Interest On Any Security Of Such Series or (b) a Default in respect of a
provision that under Section 8.2 cannot be amended without the consent of each
affected Securityholder of such Series. When a Default is waived, it is deemed
cured, but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any consequent right.

SECTION 5.5 Control by Majority.

   The Holders of a majority in principal amount of the Securities of a Series
may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on it
with respect to such Series. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, or, subject to Section 6.1,
that the Trustee determines is unduly prejudicial to the rights of other
Securityholders, or would involve the Trustee in personal liability; provided,
however, that




                                       27
<PAGE>

the Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction. Prior to taking any action hereunder, the
Trustee shall be entitled to indemnification from Securityholders of such Series
reasonably satisfactory to it against all risk, losses and expenses caused by
taking or not taking such action. Subject to Section 6.1, the Trustee shall be
under no obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of the Securityholders pursuant to this
Indenture, unless such Securityholders shall have provided to the Trustee
security or indemnity reasonably satisfactory to it against the costs, expenses
and liabilities which might be incurred in compliance with such request or
direction.

SECTION 5.6 Limitation on Suits.

   A Securityholder of a Series may pursue a remedy with respect to this
Indenture or the Securities of such Series only if:

      (a) the Holder gives to the Trustee written notice of a continuing Event
   of Default with respect to that Series;

      (b) the Holders of at least 25% in principal amount of the Securities of
   such Series make a written request to the Trustee to pursue the remedy;

      (c) such Holder or Holders offer to the Trustee security or indemnity
   reasonably satisfactory to it against any loss, liability or expense;

      (d) the Trustee does not comply with the request within 60 days after
   receipt of the notice, request and the offer of security or indemnity; and

      (e) the Holders of a majority in principal amount of the Securities of
   such Series do not give the Trustee a direction inconsistent with the request
   during such 60-day period.

   A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.

SECTION 5.7  Rights of Holders To Receive Payment.

   Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal and interest on the
Security, on or after the respective due dates expressed or provided for in the
Security, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
the Holder.

SECTION 5.8 Collection Suit by Trustee.

   If an Event of Default specified in Section 5.1(a) or (b) occurs and is
continuing with respect to a Security, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company or any other
obligor on such Security for the whole amount of principal and interest
remaining unpaid (together with interest on such unpaid interest to the extent
lawful) and the amounts provided for in Section 6.7.




                                       28
<PAGE>

SECTION 5.9  Trustee May File Proofs of Claim.

   The Trustee may file such proofs of claim and other papers or documents and
take such other actions including participating as a member or otherwise in any
committees of creditors appointed in the matter as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for the amounts
provided in Section 6.7) and the Securityholders allowed in any judicial
proceedings relative to the Company, its creditors or its property and, unless
prohibited by law or applicable regulations, may vote on behalf of the Holders
of each Series in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 6.7. To the
extent that the payment of any such amount due to the Trustee under Section 6.7
out of the estate in any such proceeding shall be denied for any reason, payment
of the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties which the
Holders of the Securities may be entitled to receive in such proceeding whether
in liquidation or under any plan of reorganization or arrangement or otherwise.

   No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

SECTION 5.10  Priorities.

   If the Trustee collects any money or other consideration pursuant to this
Article, it shall pay out the money or other consideration in the following
order:

      First: to the Trustee for amounts due under Section 6.7;

      Second: to Securityholders for amounts due and unpaid on the Securities of
   the relevant Series for principal and interest, ratably, without preference
   or priority of any kind, according to the amounts due and payable on the
   Securities of such Series for principal and interest, respectively; and

      Third: to the Company.

   The Trustee may fix a record date and payment date for any payment to
Securityholders of such Series pursuant to this Section. At least 15 days before
such record date, the Company shall give written notice to each Securityholder
of such Series and the Trustee of the record date, the payment date and amount
to be paid.

SECTION 5.11 Undertaking for Costs.

   In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party




                                       29
<PAGE>

litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 5.7, or a suit by Holders of more than 10% in principal
amount of the Securities of any Series.

SECTION 5.12 Waiver of Stay or Extension Laws.

   The Company shall not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company hereby expressly
waives all benefit or advantage of any such law, and shall not hinder, delay or
impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law had
been enacted.


                                   ARTICLE VI

                                     TRUSTEE

SECTION 6.1 Duties of Trustee.

   (a) If an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs.

   (b) Except during the continuance of an Event of Default:

      (i) The Trustee need perform only those duties that are specifically set
   forth in this Indenture and no others and no implied covenants or obligations
   shall be read into this Indenture against the Trustee.

      (ii) In the absence of bad faith on its part, the Trustee may conclusively
   rely, as to the truth of the statements and the correctness of the opinions
   expressed therein, upon certificates or opinions furnished to the Trustee and
   conforming to the requirements of this Indenture. However, the Trustee shall
   examine the certificates and opinions to determine whether or not they
   conform to the requirements of this Indenture (but need not confirm or
   investigate the accuracy of mathematical calculations or other facts stated
   therein).

   (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

      (i) This paragraph does not limit the effect of paragraph (b) of this
   Section.

      (ii) The Trustee shall not be liable for any error of judgment made in
   good faith by a Trust Officer, unless it is proved that the Trustee was
   negligent in ascertaining the pertinent facts.

      (iii) The Trustee shall not be liable with respect to any action it takes
   or omits to take in good faith in accordance with a direction received by it
   pursuant to Section 5.2, 5.4 or 5.5.




                                       30
<PAGE>

      (iv) No provision of this Indenture shall require the Trustee to expend or
   risk its own funds or otherwise incur any financial liability in the
   performance of any of its duties hereunder, or in the exercise of any of its
   rights or powers, unless it receives indemnity satisfactory to it against any
   risk, loss, liability or expense.

   (d) Every provision of this Indenture that in any way relates to the Trustee
is subject to paragraphs (a), (b) and (c) of this Section.

   (e) The Trustee, in its capacity as Trustee and Registrar and Paying Agent,
shall not be liable to the Company, the Securityholders or any other Person for
interest on any money received by it, including, but not limited to, money with
respect to principal of or interest on the Securities of any Series, except as
the Trustee may agree with the Company.

   (f) Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

SECTION 6.2 Rights of Trustee.

   (a) The Trustee may rely on any document reasonably believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee
need not investigate any fact or matter stated in the document.

   (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate, an Opinion of Counsel or both covering such matters as it
shall reasonably determine. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on any such Officers'
Certificate or Opinion of Counsel.

   (c) The Trustee may act through agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.

   (d) The Trustee shall not be liable for any action it takes or omits to take
in good faith which it believes to be authorized or within its rights or powers
provided, however, that the Trustee's conduct does not constitute willful
misconduct, negligence or bad faith.

   (e) The Trustee may consult with counsel of its selection, and the advice or
opinion of such counsel as to matters of law shall be full and complete
authorization and protection from liability in respect of any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice of such counsel.

   (f) The Trustee shall not be obligated to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
any other paper or document.

   (g) The Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the
Holders pursuant to this Indenture, unless such Holders shall have offered to
the Trustee security or indemnity satisfactory to the Trustee against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction.




                                       31
<PAGE>

   (h) The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder.

SECTION 6.3 Individual Rights of Trustee.

   The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or an Affiliate
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights. However, the Trustee is subject to Sections 6.10 and
6.11.

SECTION 6.4 Trustee's Disclaimer.

   The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Securities of any Series, it
shall not be accountable for the Company's use of the proceeds from the
Securities of any Series, and it shall not be responsible for any recital or
statement in this Indenture or the Securities of any Series other than its
authentication. The Trustee shall have no duty to ascertain or inquire as to the
performance of the Company's covenants in Article III hereof.

SECTION 6.5 Notice of Defaults.

   If a Default or an Event of Default occurs and is continuing and if it is
actually known to a Trust Officer of the Trustee, the Trustee shall mail to
Securityholders of the affected Series a notice of the Default or Event of
Default within 90 days after a Trust Officer of the Trustee has actual knowledge
of the occurrence thereof. Except in the case of a Default in any payment on any
Security, the Trustee may withhold the notice if and so long as a committee of
its Trust Officers in good faith determines that withholding the notice is in
the interests of Securityholders of the affected Series.

SECTION 6.6 Reports by Trustee to Holders.

   Within 60 days after the reporting date stated in Section 10.10, the Trustee
shall mail to Securityholders a brief report dated as of such date that complies
with TIA Section 313(a) if required by that Section. The Trustee also shall
comply with TIA Section 313(b)(2).

   A copy of each report at the time of its mailing to Securityholders shall be
filed with the SEC and each stock exchange on which Securities are listed. The
Company shall promptly notify the Trustee when Securities are listed on any
stock exchange and of any delisting thereof.

SECTION 6.7 Compensation and Indemnity.

   The Company shall pay to the Trustee from time to time such compensation for
its services as the parties shall agree. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all reasonable out-of-pocket
disbursements, expenses and advances incurred by it. Such expenses shall include
the reasonable compensation and out-of-pocket disbursements and expenses of the
Trustee's agents, counsel and other professionals.




                                       32
<PAGE>

   The Company shall indemnify the Trustee for, and hold it harmless against,
any loss, liability or expense, including reasonable attorneys' fees,
disbursements and expenses, incurred by it arising out of or in connection with
the administration of this trust and the performance of its duties hereunder
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder. The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

   The Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through negligence or bad faith.

   To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Securities of any Series.

   Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services after an
Event of Default specified in Section 5.1(e) or (f) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

   The Company's obligations under this Section 6.7 and any Lien arising
hereunder shall survive the resignation or removal of the Trustee, the discharge
of the Company's obligations pursuant to Article VII of this Indenture and the
termination of this Indenture.

SECTION 6.8 Replacement of Trustee.

   A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

   The Trustee may resign at any time with respect to any Series of Securities
by so notifying the Company in writing. Provided that no Event of Default has
occurred and is continuing, the Company may remove the Trustee with respect to
any Series of Securities at any time by so notifying the Trustee of such Series
of Securities. The Holders of a majority in principal amount of the Securities
of any Series may, by written notice to the Trustee, remove the Trustee as
Trustee with respect to that Series of Securities by so notifying the Trustee
and the Company. The Company, by notice to such Trustee, shall remove such
Trustee if:

      (a) such Trustee fails to comply with Section 6.10;

      (b) such Trustee is adjudged a bankrupt or an insolvent;

      (c) a receiver or public officer takes charge of such Trustee or its
   property; or

      (d) such Trustee becomes incapable of acting.




                                       33
<PAGE>

   If the Trustee resigns or is removed or becomes incapable of acting or if a
vacancy exists in the office of Trustee for any reason with respect to one or
more Series of Securities, the Company by Board Resolution shall promptly
appoint a successor Trustee or Trustees with respect to such Series of
Securities (it being understood that any such successor Trustee may be appointed
with respect to one or more or all Series of Securities and at any time there
shall be only one Trustee with respect to any particular Series of Securities).
Within one year after the successor Trustee of a Series of Securities takes
office, the Holders of a majority in principal amount of such Securities of the
affected Series may appoint a successor Trustee of such Series to replace the
successor Trustee of such Series appointed by the Company.

   If a successor Trustee for a particular Series of Securities does not take
office within 60 days after the retiring Trustee of such Series resigns or is
removed, the retiring Trustee of such Series, the Company or the Holders of at
least 10% in principal amount of the Securities of the affected Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee for such Series.

   If the Trustee for a particular Series of Securities fails to comply with
Section 6.10, any Securityholder who has been a bonafide Holder of a Security
for at least six months may petition any court of competent jurisdiction for the
removal of the Trustee of such Series and the appointment of a successor Trustee
of such Series. The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any Series and each
appointment of a successor Trustee with respect to the Securities of any Series
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders of Securities of such Series as their names and addresses appear in
the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such Series and the address of its
corporate trust office.

   A successor Trustee of all Securities shall execute, acknowledge and deliver
a written acceptance of its appointment to the retiring Trustee and to the
Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and such successor Trustee shall have all the rights, powers
and duties of the retiring Trustee under this Indenture. The retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor
Trustee, subject to the Lien provided for in Section 6.7.

   In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) Series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
Series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers and duties of the
retiring Trustee with respect to the Securities of that or those Series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers
and duties of the retiring Trustee with respect to the Securities of that or
those Series as to which the retiring Trustee is not retiring shall continue to
be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental Indenture shall
constitute such Trustee's co-trustees of the same trust and that each such
Trustee shall be trustee of a trust of trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further action, shall




                                       34
<PAGE>

become vested with all the rights, powers and duties of the retiring Trustee
with respect to the Securities of that or those Series to which the appointment
of such successor Trustee relates; but, on request of the Company or any
successor Trustee, such retiring Trustee shall transfer to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those Series to which the appointment of
such successor Trustee relates, subject to the Lien provided for in Section 6.7.

   Upon request of any such successor Trustee, the Company shall execute any and
all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the two
preceding paragraphs, as the case may be.

   No successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article.

SECTION 6.9 Successor Trustee by Merger, etc.

   If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

SECTION 6.10 Eligibility; Disqualification; Conflicting Interests.

   This Indenture shall always have a Trustee who satisfies the requirements of
TIA Section 310(a)(1) and (10). The Trustee shall always have a combined capital
and surplus of at least $50,000,000 as set forth in its most recent published
annual report of condition. The Trustee shall comply with TIA Section 310(b).
Nothing herein shall prevent the Trustee from filing with the SEC the
application referred to in the second-to-last paragraph of TIA Section 310(b).
If the Trustee has or shall acquire any conflicting interest, with respect to
the Securities of a Series, it shall within 90 days after ascertaining that it
has such conflicting interest, either eliminate such conflicting interest or
resign with respect to the Securities of that Series in the manner prescribed in
the TIA.

SECTION 6.11 Preferential Collection of Claims Against Company.

   The Trustee shall comply with TIA Section 311(a), except with respect to any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed is subject to TIA Section 311(a) to the extent indicated.


                                   ARTICLE VII

                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 7.1 Discharge of Liability on Securities.

   If (i) the Company delivers to the Trustee all outstanding Securities of a
Series (other than Securities replaced or paid pursuant to Section 2.8 or
Securities for whose payment money has theretofore been deposited in trust by
the Company with the Trustee or a Paying Agent and thereafter repaid to the
Company as provided in the second sentence of Section 7.6) for cancellation or
(ii) all outstanding Securities of such Series have become due and payable and
the Company irrevocably deposits with the Trustee as trust funds solely for the
benefit of




                                       35
<PAGE>

the Holders for that purpose funds sufficient to pay at maturity or on
redemption the principal of and all accrued interest on all outstanding
Securities of such Series (other than Securities replaced or paid pursuant to
Section 2.8 or Securities for whose payment money has heretofore been deposited
in trust by the Company with the Trustee or Paying Agent and thereafter repaid
to the Company as provided in the second sentence of Section 7.6), and if in
either case the Company pays all other sums payable hereunder by the Company
with respect to such Series, then, subject to Sections 7.2 and 7.7, this
Indenture shall cease to be of further effect with respect to such Series. The
Trustee shall acknowledge satisfaction and discharge of this Indenture with
respect to such Series on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company.

SECTION 7.2 Termination of Company's Obligations.

   Except as otherwise provided in this Section 7.2, the Company may terminate
its obligations under the Securities of a Series and this Indenture with respect
to such Series if:

      (i) the Securities of such Series mature or are redeemable within one
   year, (ii) the Company irrevocably deposits in trust with the Trustee or
   Paying Agent (other than the Company or a Subsidiary or Affiliate of the
   Company) under the terms of an irrevocable trust agreement in form
   satisfactory to the Trustee, as trust funds solely for the benefit of the
   Holders of such Series for that purpose, money or U.S. Government Obligations
   that, through the payment of interest and principal in respect thereof in
   accordance with its terms, will provide, not later than one Business Day
   prior to the applicable payment date, money sufficient (in the opinion of a
   nationally recognized firm of independent public accountants expressed in a
   written certification thereof delivered to the Trustee), without
   consideration of any reinvestment of interest, to pay principal and interest
   on the Securities of such Series to maturity or redemption, and to pay all
   other sums payable by it hereunder, (iii) no Default with respect to such
   Series shall have occurred and be continuing on the date of such deposit,
   (iv) such deposit will not result in or constitute a Default or result in a
   breach or violation of, or constitute a default under, any other agreement or
   instrument to which the Company is a party or by which it is bound and (v)
   the Company has delivered to the Trustee an Officers' Certificate and an
   Opinion of Counsel, in each case stating that all conditions precedent
   provided for herein relating to the satisfaction and discharge of this
   Indenture with respect to such Series have been complied with; provided,
   however, that the Trustee or Paying Agent shall have been irrevocably
   instructed to apply such money or the proceeds of such U.S. Government
   Obligations to the payment of such principal and interest with respect to the
   Securities and if the Securities of the Series are to be redeemed, either the
   Securities have been called for redemption or are to be called for redemption
   within one year under arrangements satisfactory to the Trustee for the giving
   of the notice of redemption by the Trustee in the name, and at the expense,
   of the Company.

   With respect to the foregoing, the Company's obligations in Sections 2.2,
2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.12, 3.1, 3.2, 6.7, 6.8, 7.5, 7.6 and 7.7 shall
survive until the Securities of such Series are no longer outstanding.
Thereafter, only the Company's obligations in Sections 6.7, 6.8, 7.6 and 7.7
shall survive. After any such irrevocable deposit and fulfillment of the other
requirements of this Section 7.2, the Trustee upon request shall acknowledge in
writing the discharge of the Company's obligations under the Securities of such
Series and this Indenture with respect to such Series except for those surviving
obligations specified above.




                                       36
<PAGE>

SECTION 7.3 Defeasance and Discharge of Indenture.

   With respect to a Series of Securities, the Company will be deemed to have
paid and will be discharged from any and all obligations in respect of such
Series on the 123rd day after the date of the deposit referred to in clause (i)
hereof, and the provisions of this Indenture will no longer be in effect with
respect to such Series, in each case subject to the penultimate paragraph of
this Section 7.3, and the Trustee, at the reasonable request of and at the
expense of the Company, shall execute proper instruments acknowledging the same,
except as to (a) rights of registration of transfer and exchange, (b)
substitution of apparently mutilated, defaced, destroyed, lost or stolen
Securities of such Series, (c) rights of Holders of such Series to receive
payments of principal thereof and interest thereon, (d) the Company's
obligations under Section 3.2, (e) the rights, obligations and immunities of the
Trustee hereunder including, without limitation, those arising under Section 6.7
hereof, (f) the rights of the Holders of such Series as beneficiaries of this
Indenture with respect to the property so deposited with the Trustee payable to
all or any of them and (g) the rights, obligations and immunities which survive
as provided in the penultimate paragraph of this Section 7.3; provided, however,
that the following conditions shall have been satisfied:

      (i) with reference to this Section 7.3, the Company has irrevocably
   deposited or caused to be irrevocably deposited with the Trustee or Paying
   Agent (other than the Company or a Subsidiary or Affiliate of the Company)
   and conveyed all right, title and interest for the benefit of the Holders of
   such Series, under the terms of an irrevocable trust agreement in form
   satisfactory to the Trustee as trust funds in trust, specifically pledged as
   security for, and dedicated solely to, the benefit of such Holders, in and
   to, (A) money in an amount, (B) U.S. Government Obligations that, through the
   payment of interest and principal in respect thereof in accordance with their
   terms, will provide, not later than one Business Day before the due date of
   any payment referred to in this clause (i), money in an amount or (C) a
   combination thereof in an amount sufficient, in the opinion of a nationally
   recognized firm of independent public accountants expressed in a written
   certification thereof delivered to the Trustee, to pay and discharge, without
   consideration of any reinvestment of interest and after payment of all
   federal, state and local taxes or other fees, charges and assessments in
   respect thereof payable by the Trustee or Paying Agent, the principal of and
   interest on the outstanding Securities of such Series when due; provided,
   however, that the Trustee or Paying Agent shall have been irrevocably
   instructed to apply such money or the proceeds of such U.S. Government
   Obligations to the payment of such principal and interest with respect to
   such Series;

      (ii) such deposit will not result in or constitute a Default or result in
   a breach or violation of, or constitute a default under, any other agreement
   or instrument to which the Company is a party or by which it is bound;

      (iii) no Default with respect to such Series shall have occurred and be
   continuing on the date of such deposit or during the period ending on the
   123rd day after such date of deposit;

      (iv) the Company shall have delivered to the Trustee (A) either (1) a
   ruling directed to the Trustee received from the Internal Revenue Service to
   the effect that the Holders will not recognize income, gain or loss for
   federal income tax purposes as a result of the Company's exercise of its
   option under this Section 7.3 and will be subject to federal income tax on
   the same amount and in the same manner and at the same times as would have
   been the case if such option had not been exercised or (2) an Opinion of
   Counsel (who may not be an employee of the Company) to the same effect as the
   ruling described in clause (1) accompanied by a ruling to that effect
   published by the Internal Revenue Service, unless there has been a change in
   the applicable federal income tax law since the date of this Indenture such
   that a ruling from the Internal




                                       37
<PAGE>

   Revenue Service is no longer required and (B) an Opinion of Counsel to the
   effect that (1) the creation of the defeasance trust does not violate the
   Investment Company Act of 1940, (2) after the passage of 183 days following
   the deposit (except, with respect to any trust funds for the account of any
   Holder of such Series who may be deemed to be an "insider" for purposes of
   Title 11 of the United States Code, after one year following the deposit),
   the trust funds will not be subject to the effect of Section 547 of the
   United States Bankruptcy Code or Section 15 of the New York Debtor and
   Creditor Law in a case commenced by or against the Company under either such
   statute, and either (x) the trust funds will no longer remain the property of
   the Company (and therefore, will not be subject to the effect of any
   applicable bankruptcy, insolvency, reorganization or similar laws affecting
   creditors' rights generally) or (y) if a court were to rule under any such
   law in any case or proceeding that the trust funds remained property of the
   Company, (I) assuming such trust funds remained in the possession of the
   Trustee prior to such court ruling to the extent not paid to Holders of such
   Series, the Trustee will hold, for the benefit of such Holders, a valid and
   perfected security interest in such trust funds that is not avoidable in
   bankruptcy or otherwise except for the effect of Section 552(b) of the United
   States Bankruptcy Code on interest on the trust funds accruing after the
   commencement of a case under such statute and (II) such Holders will be
   entitled to receive adequate protection of their interests in such trust
   funds if such trust funds are used in such case or proceeding; and

      (v) the Company has delivered to the Trustee an Officers' Certificate and
   an Opinion of Counsel, in each case stating that all conditions precedent
   provided for herein relating to the defeasance contemplated by this Section
   7.3 have been complied with.

   Notwithstanding the foregoing clause (i), prior to the end of the 123-day
period referred to in clause (iv)(B)(2) above, none of the Company's obligations
under this Indenture with respect to such Series shall be discharged. Subsequent
to the end of such 123-day period with respect to this Section 7.3, the
Company's obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.12, 3.1,
3.2, 6.7, 6.8, 7.6 and 7.7 shall survive with respect to such Series until the
Series is no longer outstanding. Thereafter, only the Company's obligations in
Sections 6.7, 7.6 and 7.7 shall survive with respect to such Series. If and when
a ruling from the Internal Revenue Service or Opinion of Counsel referred to in
clause (iv)(A) above is able to be provided specifically without regard to, and
not in reliance upon, the continuance of the Company's obligations under Section
3.1, then the Company's obligations under such Section 3.1 with respect to such
Series shall cease upon delivery to the Trustee of such ruling or Opinion of
Counsel and compliance with the other conditions precedent provided for herein
relating to the defeasance contemplated by this Section 7.3.

   After any such irrevocable deposit and the fulfillment of the other
requirements of this Section 7.3, the Trustee upon request shall acknowledge in
writing the discharge of the Company's obligations under the Securities of such
Series and this Indenture with respect to such Series except for those surviving
obligations in the immediately preceding paragraph.

   Before or after a deposit pursuant to this Section, the Company may make
arrangements satisfactory to the Trustee for the redemption of Securities at a
future date in accordance with Article IX.

SECTION 7.4 Defeasance of Certain Obligations.

   With respect to a Series of Securities, the Company may omit to comply with
any term, provision or condition set forth in Sections 3.3, 3.4 and 3.7 or any
covenant established with respect to such Series pursuant to Section 2.1(9), and
clause (c) of Section 5.1 with respect to Sections 3.3, 3.4 and 3.7 or any such
covenant,




                                       38
<PAGE>

and clause (d) of Section 5.1 shall be deemed not to be an Event of Default, in
each case with respect to the outstanding Securities of such Series, if:

      (i) with reference to this Section 7.4, the Company has irrevocably
   deposited or caused to be irrevocably deposited with the Trustee or Paying
   Agent (other than the Company or a Subsidiary or Affiliate of the Company)
   and conveyed all right, title and interest for the benefit of the Holders of
   such Series, under the terms of an irrevocable trust agreement in form
   satisfactory to the Trustee as trust funds in trust, specifically pledged as
   security for, and dedicated solely to, the benefit of the Holders of such
   Series, in and to, (A) money in an amount, (B) U.S. Government Obligations
   that, through the payment of interest and principal in respect thereof in
   accordance with their terms, will provide, not later than one Business Day
   before the due date of any payment referred to in this clause (i), money in
   an amount or (C) a combination thereof in an amount, sufficient, in the
   opinion of a nationally recognized firm of independent public accountants
   expressed in a written certification thereof delivered to the Trustee, to pay
   and discharge, without consideration of the reinvestment of such interest and
   after payment of all federal, state and local taxes or other fees, charges
   and assessments in respect thereof payable by the Trustee or Paying Agent,
   the principal of, premium, if any, and interest on the outstanding Securities
   of such Series when due; provided, however, that the Trustee or Paying Agent
   shall have been irrevocably instructed to apply such money or the proceeds of
   such U.S. Government Obligations to the payment of such principal and
   interest with respect to such Series;

      (ii) such deposit will not result in or constitute a Default or result in
   a breach or violation of, or constitute a default under, any other agreement
   or instrument to which the Company is a party or by which it is bound;

      (iii) no Default with respect to such Series shall have occurred and be
   continuing on the date of such deposit;

      (iv) the Company has delivered to the Trustee an Opinion of Counsel who is
   not employed by the Company to the effect that (A) the creation of the
   defeasance trust does not violate the Investment Company Act of 1940, (B) the
   Holders of such Series have a valid first-priority security interest in the
   trust funds, (C) such Holders will not recognize income, gain or loss for
   federal income tax purposes as a result of such deposit and defeasance of
   certain obligations and will be subject to federal income tax on the same
   amount and in the same manner and at the same times as would have been the
   case if such deposit and defeasance had not occurred and (D) after the
   passage of 123 days following the deposit (except, with respect to any trust
   funds for the account of any Holder who may be deemed to be an "insider" for
   purposes of the United States Bankruptcy Code, after one year following the
   deposit), the trust funds will not be subject to the effect of Section 547 of
   the United States Bankruptcy Code or Section 15 of the New York Debtor and
   Creditor Law in a case commenced by or against the Company under either such
   statute, and either (1) the trust funds will no longer remain the property of
   the Company (and therefore, will not be subject to the effect of any
   applicable bankruptcy, insolvency, reorganization or similar laws affecting
   creditors' rights generally) or (2) if a court were to rule under any such
   law in any case or proceeding that the trust funds remained property of the
   Company, (x) assuming such trust funds remained in the possession of the
   Trustee prior to such court ruling to the extent not paid to such Holders,
   the Trustee will hold, for the benefit of such Holders, a valid and perfected
   security interest in such trust funds that is not avoidable in bankruptcy or
   otherwise except for the effect of Section 552(b) of the United States
   Bankruptcy Code on interest on the trust funds accruing after the
   commencement of a case under such statute and (y) such Holders will be
   entitled to receive




                                       39
<PAGE>

   adequate protection of their interests in such trust funds if such trust
   funds are used in such case or proceeding; and

      (v) the Company has delivered to the Trustee an Officers' Certificate and
   an Opinion of Counsel, in each case stating that all conditions precedent
   provided for herein relating to the defeasance contemplated by this Section
   7.4 have been complied with.

   Before or after a deposit pursuant to this Section, the Company may make
arrangements satisfactory to the Trustee for the redemption of Securities at a
future date in accordance with Article IX.

SECTION 7.5 Application of Trust Money.

   Subject to Section 7.7 of this Indenture, the Trustee or Paying Agent shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
Section 7.1, 7.2, 7.3 or 7.4 of this Indenture, as the case may be, and shall
apply the deposited money and the money from U.S. Government Obligations in
accordance with this Indenture to the payment of principal of and interest on
the Securities of the relevant Series. The Trustee shall be under no obligation
to invest such money or U.S. Government Obligations and in no event shall the
Trustee have any liability for, or in respect of, any such investment made.

SECTION 7.6 Repayment to Company.

   Subject to Sections 6.7, 7.1, 7.2, 7.3 and 7.4 of this Indenture, the Trustee
and the Paying Agent shall promptly pay to the Company upon written request any
excess money or U.S. Government Obligations held by them at any time pursuant to
this Article, which in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which delivery shall only be required if U.S.
Government Obligations have been so provided), are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
discharge or defeasance in accordance with this Article VII, and thereupon shall
be relieved from all liability with respect to such money. The Trustee and the
Paying Agent shall pay to the Company upon written request any money held by
them for the payment of principal or interest of any Series that remains
unclaimed for two years; provided, however, that the Company shall if requested
by the Trustee or the Paying Agent, give the Trustee or such Paying Agent
indemnification reasonably satisfactory to it against any and all liability
which may be incurred by it by reason of such payment. After payment to the
Company, Holders entitled to such money must look to the Company for payment as
general creditors unless an applicable law designates another person, and all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.

SECTION 7.7 Reinstatement.

   If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 7.1, 7.2, 7.3 or 7.4 of this
Indenture, as the case may be, by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture and the Securities of the applicable Series shall be
revived and reinstated as though no deposit had occurred pursuant to Section
7.1, 7.2, 7.3 or 7.4 of this Indenture, as the case may be, until such time as
the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 7.1, 7.2, 7.3 or 7.4 of this
Indenture, as the case may be; provided, however, that, if the Company has made
any payment of principal of or




                                       40
<PAGE>

interest on any Series of Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Series to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.

SECTION 7.8 Deposited Money and U.S. Government Obligations to be Held in Trust:
   Miscellaneous Provisions.

   The Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the U.S. Government Obligations deposited
or the principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of
outstanding Securities.


                                  ARTICLE VIII

                           AMENDMENTS AND SUPPLEMENTS

SECTION 8.1 Without Consent of Holders.

   The Company, when authorized by a Board Resolution, and the Trustee may amend
this Indenture or a Series of Securities or enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) without notice to or the consent of any
Securityholder for one or more of the following purposes:

      (a) to cure any ambiguity, omission, defect or inconsistency;

      (b) to comply with Article IV;

      (c) to provide for uncertificated Securities of such Series in addition to
   certificated Securities of such Series; provided, however, that such
   uncertificated Securities are issued in registered form for purposes of
   Section 163(f) of the Code or in a manner such that such uncertificated
   Securities are described in Section 163(f)(2)(B) of the Code;

      (d) to add additional guarantees with respect to such Series or to secure
   such Series;

      (e) to add to the covenants of the Company for the benefit of the Holders
   of such Series or to surrender any right or power herein conferred upon the
   Company;

      (f) to comply with the requirements of the SEC in connection with
   qualification of the Indenture under the TIA;

      (g) to make any change that does not adversely affect the rights of any
   Securityholder of such Series; including, without limitation, changing any
   payment record dates as necessary to conform to then-current market practice;
   or

      (h) to provide for the issuance of Securities with terms not currently
   contemplated by Section 2.1.




                                       41
<PAGE>

   After an amendment or supplement pursuant this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such amendment
or supplement. The failure to give such notice to all Securityholders, or any
defect therein, shall not impair or affect the validity of an amendment or
supplement under this Section.

SECTION 8.2 With Consent of Holders.

   The Company, when authorized by a Board Resolution, and the Trustee may amend
or supplement this Indenture or the Securities of a Series with the written
consent of the Holders of a majority in principal amount of the Securities of
each Series affected by such amendment or supplement. However, without the
consent of each Securityholder affected, an amendment or supplement under this
Section may not:

      (a) reduce the amount of Securities the Holders of which must consent to
   an amendment or supplement or waiver pursuant to Section 3.8;

      (b) reduce the rate of or change the time for payment of interest on any
   Security;

      (c) reduce the principal of or change the Stated Maturity of any Security;

      (d) modify any redemption or repurchase right to the detriment of a
   Holder;

      (e) make any Security payable in currency or consideration other than that
   stated in the Security;

      (f) make any change in Section 5.4, Section 5.7 or this second sentence of
   this Section 8.2.

   An amendment or supplement which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular Series of Securities, or which modifies the
rights of the Holders of Securities of such Series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other Series.

   It shall not be necessary for the consent of the Holders under this Section
8.2 to approve the particular form of any proposed amendment or supplement, but
it shall be sufficient if such consent approves the substance thereof.

   After an amendment or supplement under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such amendment
or supplement. The failure to give such notice to all Securityholders, or any
defect therein, shall not impair or affect the validity of an amendment or
supplement under this Section.

SECTION 8.3 Compliance with Trust Indenture Act.

   Every amendment or supplement to this Indenture or the Securities shall be
set forth in a supplemental indenture that complies with the TIA as then in
effect.

SECTION 8.4 Revocation and Effect of Consents.




                                       42
<PAGE>

   Until an amendment or supplement under this Article or a waiver under Section
3.8 becomes effective, a consent to it by a Holder of any Security is a
continuing consent by the Holder and every subsequent Holder of Securities of
that Series or portion thereof that evidences the same debt as the consenting
Holder's Security, even if notation of the consent is not made on any Security.
However, any such Holder or subsequent Holder may revoke the consent as to his
Security or portion of a Security if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes
effective.

   After an amendment or supplement becomes effective, it shall bind every
Securityholder of the affected Series.

SECTION 8.5 Notation on or Exchange of Securities.

   If an amendment changes the terms of a Security, the Trustee may require the
Holders of the Security to deliver it to the Trustee. The Trustee may place an
appropriate notation on the Securities of such Series regarding the changed
terms and return it to the Holders. Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Securities of such Series shall
issue and the Trustee shall authenticate new Securities of such Series that
reflect the changed terms. Failure to make the appropriate notation or to issue
a new Securities of such Series shall not affect the validity of such amendment.

SECTION 8.6 Trustee To Sign Amendments.

   The Trustee shall sign any supplemental indenture which sets forth an
amendment or supplement authorized pursuant to this Article if the amendment or
supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee under this Indenture or otherwise. If it does, the
Trustee may but need not sign it. In signing such supplemental indenture the
Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that such supplemental indenture is authorized or permitted by
this Indenture and, with respect to an amendment or supplement pursuant to
Section 8.2, evidence of the consents of Holders required in connection
therewith.

SECTION 8.7 Fixing of Record Dates.

   The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to take any action under this
Indenture by vote or consent. Except as provided herein, such record date shall
be the later of 30 days prior to the first solicitation of such consent or vote
or the date of the most recent list of Securityholders furnished to the Trustee
pursuant to Section 2.6 prior to such solicitation. If a record date is fixed,
those Persons who were Securityholders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to take such
action by vote or consent or to revoke any vote or consent previously given,
whether or not such Persons continue to be Holders after such record date;
provided, however, that unless such vote or consent is obtained from the Holders
(or their duly designated proxies) of the requisite principal amount of
outstanding Securities prior to the date which is the 120th day after such
record date, any such vote or consent previously given shall automatically and
without further action by any Holder be canceled and of no further effect.




                                       43
<PAGE>

                                   ARTICLE IX

                                   REDEMPTION

SECTION 9.1 Applicability of Article.

   Securities of any Series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 2.1) in accordance with this Article.

SECTION 9.2 Election to Redeem; Notice to Trustee.

   The election of the Company to redeem Securities of any Series shall be
evidenced by a resolution of the Board of Directors. In case of any redemption
at the election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such Series to be redeemed. In the case of
any redemption of such Securities (i) prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture or (ii) that is subject to compliance with any conditions provided for
in the terms of such Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officers' Certificate evidencing compliance
with such restriction or conditions.

SECTION 9.3 Selection by Trustee of Securities to be Redeemed.

   If less than all the Securities of the Series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the outstanding Securities of
such Series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to authorized denominations for Securities of that
Series) of the principal amount of Securities of such Series.

   The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

   For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities of any Series shall
relate, in the case of any Securities redeemed or to be redeemed only in part,
to the portion of the principal amount of such Securities which has been or is
to be redeemed.

SECTION 9.4 Notice of Redemption.

   Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at such Holder's registered address.

   All notices of redemption shall identify the Securities to be redeemed
(including CUSIP numbers) and shall state:




                                       44
<PAGE>

      (1) the Redemption Date,

      (2) the Redemption Price,

      (3) if less than all the outstanding Securities of such Series are to be
   redeemed, the identification (and, in the case of partial redemption, the
   principal amounts) of the particular Securities to be redeemed,

      (4) that on the Redemption Date, the Redemption Price will become due and
   payable upon each such Security to be redeemed and, if applicable, that
   interest thereon will cease to accrue on and after said date,

      (5) the place or places where such Securities are to be surrendered for
   payment of the Redemption Price, and

      (6) that the redemption is for a sinking fund, if such is the case.

   Notice of redemption of Securities of any Series to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company. The
notice if mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice. In any
case, a failure to give such notice by mail or any defect in the notice to the
Holder of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security.

SECTION 9.5 Deposit of Redemption Price.

   Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities registered as such at the close of business on the relevant
record dates according to their terms.

   If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security.

SECTION 9.6 Securities Redeemed in Part.

   Any Security which is to be redeemed only in part shall be surrendered at the
office of the Paying Agent (with, if the Company or the Trustee for such
Security so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of the same
Series, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.




                                       45
<PAGE>

                                    ARTICLE X

                                  MISCELLANEOUS

SECTION 10.1 Trust Indenture Act Controls.

   If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by any of TIA Sections 310 to 317, inclusive, through operation
of TIA Section 318(c), such imposed duties shall control.

SECTION 10.2 Notices.

   Any notice or communication shall be in writing and delivered in person, or
mailed by first-class mail (certified, return receipt requested), addressed as
follows:

               if to the Company:

               Calpine Corporation
               50 West San Fernando Street
               San Jose, California 95113
               Attention: Corporate Secretary

               if to the Trustee:

               Wilmington Trust Company
               Rodney Square North
               1100 North Market Street
               Wilmington, DE 19890
               Attention: Corporate Trust Administration

   The Company or the Trustee by notice to the others may designate additional
or different addresses for subsequent notices or communications. Any notice to
the Trustee under this Indenture shall be deemed given only when received by the
Trustee at the address specified in this Section 10.2.

   Any notice or communication to a Securityholder shall be mailed by
first-class mail to the Securityholder's address shown on the register kept by
the Registrar. Failure to mail a notice or communication to a Securityholder or
any defect in it shall not affect its sufficiency with respect to other
Securityholders.

   If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

   If the Company mails a notice or communication to Securityholders, it shall
mail a copy to the Trustee and each Agent at the same time.




                                       46
<PAGE>

SECTION 10.3 Communication by Holders with Other Holders.

   Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

SECTION 10.4 Certificate and Opinion as to Conditions Precedent.

   Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall, if requested by the Trustee,
furnish to the Trustee:

      (a) an Officers' Certificate in form reasonably satisfactory to the
   Trustee stating that, in the opinion of the signers, all conditions precedent
   (including any covenants compliance with which constitutes a condition
   precedent), if any, provided for in this Indenture relating to the proposed
   action have been complied with; and

      (b) an Opinion of Counsel in form reasonably satisfactory to the Trustee
   stating that, in the opinion of such counsel (which may rely upon an
   Officers' Certificate as to factual matters), all such conditions precedent
   have been complied with.

SECTION 10.5 Statements Required in Certificate or Opinion.

   Each Officers' Certificate or Opinion of Counsel with respect to compliance
with a condition or covenant provided for in this Indenture other than
certificates provided pursuant to Section 3.5 shall include:

      (a) a statement that the Person making such certificate or opinion has
   read such covenant or condition;

      (b) a brief statement as to the nature and scope of the examination or
   investigation upon which the statements or opinions contained in such
   certificate or opinion are based;

      (c) a statement that, in the opinion of such Person, he or she has made
   such examination or investigation as is necessary to enable him or her to
   express an informed opinion as to whether or not such covenant or condition
   has been complied with; and

      (d) a statement as to whether or not, in the opinion of such Person, such
   condition or covenant has been complied with.

SECTION 10.6 Rules by Trustee and Agents.

   The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 10.7 Legal Holidays.

   A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions are not required to be open in the State of New York or the
State(s) in which the offices of the Trustee or the Paying Agent are located. If
a




                                       47
<PAGE>

payment date is a Legal Holiday, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. If a regular record date is a Legal Holiday, the regular
record date shall not be affected.

SECTION 10.8 Successors; No Recourse Against Others.

   (a) All agreements of the Company in this Indenture and the Securities shall
bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.

   (b) All liability of the Company described in the Securities insofar as it
relates to any director, officer, employee or stockholder, as such, of the
Company is waived and released by each Securityholder.

SECTION 10.9 Duplicate Originals.

   The parties may sign any number of copies of this Indenture. One signed copy
is enough to prove this Indenture.

SECTION 10.10 Other Provisions.

   The first certificate pursuant to Section 3.5 shall be for the fiscal year
ending on December 31, 2000.

   The reporting date for Section 6.6 is April 15 of each year. The first
reporting date is April 15, 2001.

SECTION 10.11 Governing Law.

   The laws of the State of New York govern this Indenture and the Securities,
without regard to the conflicts of laws rules thereof.




                                       48
<PAGE>

                                   SIGNATURES



                                     CALPINE CORPORATION


                                     By    /s/ ANN B. CURTIS
                                       -----------------------------------------
                                     Name:  Ann B. Curtis
                                     Title: Executive Vice President and
                                            Chief Financial Officer


                                     WILMINGTON TRUST COMPANY,
                                     as Trustee


                                     By /s/ James D. Nesci
                                       -----------------------------------------
                                     Name: James D. Nesci
                                     Title: Authorized Signer

Dated:    August 10, 2000




                                       49
<PAGE>

                                                                       EXHIBIT A



                           (Form of Face of Security)

   [THIS SECURITY IS ISSUED IN GLOBAL FORM AND REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") OR A NOMINEE THEREOF.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE
COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

   UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE
INDENTURE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY.]*






                                       50
<PAGE>

                               CALPINE CORPORATION

                                % SENIOR NOTE DUE


No.____                                                           $_____________
                                                                     CUSIP:
                                                                     ISIN:

   Calpine Corporation, a Delaware corporation, promises to pay to [Cede &
Co.]*, or registered assigns, the principal sum of ____________ Dollars on
_______________.


                Interest Payment Dates: __________ and __________
                     Record Dates: __________ and __________

   Additional provisions of this Security are set forth on the reverse hereof.

   IN WITNESS WHEREOF, the Company has caused this Security to be signed
manually or by facsimile by its duly authorized officers.

Date: _______________

                                        CALPINE CORPORATION


                                        By______________________________________
                                            Name:
                                            Title:


                                        By _____________________________________
                                            Name:
                                            Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION:

Wilmington Trust Company, as
Trustee, certifies that this is
one of the Securities referred to
in the Indenture.

By:__________________________________________________ Dated:____________________
                  Authorized Officer

* Insert in Global Security only.




                                       51
<PAGE>

                          (Form of Reverse of Security)

                               CALPINE CORPORATION
                           ___% SENIOR NOTE DUE _____

   (1) Interest. Calpine Corporation, a Delaware corporation (such corporation,
and its successors and assigns under the Indenture referred to below, being
herein called the "Company"), promises to pay interest on the principal amount
of this Security at the interest rate per annum shown above. The Company will
pay interest semiannually on __________ and __________ of each year. Interest on
the Securities of this Series will accrue from the most recent date to which
interest has been paid or duly provided for or, if no interest has been paid or
duly provided for, from ________________. Interest will be computed [on the
basis of a 360-day year consisting of twelve 30-day months] [as set forth in the
Directors' Certificate or supplemental indenture delivered pursuant to Section
2.1].

   (2) Method of Payment. The Company will pay interest on the Securities of
this Series (except Defaulted Interest) to the persons who are registered
Holders of Securities of this Series at the close of business on the record date
next preceding the interest payment date even though such Securities are
canceled after the record date and on or before the interest payment date.
Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. However, the Company may pay principal and interest by check
payable in such money. It may mail an interest check to a Holder's registered
address.

   (3) Paying Agent, Registrar. Initially, The Wilmington Trust Company, a
Delaware banking corporation (the "Trustee"), will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar or co-registrar
without notice. The Company may act as Paying Agent, Registrar or co-registrar.

   (4) Indenture. The Company issued the Securities of this Series under an
Indenture dated as of _______________ (the "Indenture") between the Company and
the Trustee. The Securities are unsecured general obligations of the Company
issued and to be issued in one or more Series under the Indenture and may be
issued in an unlimited principal amount. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the
"TIA"). Capitalized terms used herein but not defined herein are used as defined
in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the TIA for a statement of
such terms.

   (5) Redemption. [set forth redemption provision.]

   (6) Denominations; Transfer; Exchange. The Securities of this Series are in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof [or as otherwise set forth in the Security]. The transfer of
Securities may be registered and Securities may be exchanged as provided in the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Company shall not be required
(A) to issue, register the transfer of or exchange any Securities of a Series
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of any such Securities selected for
redemption under Section 9.3 of the Indenture and ending at the close of
business on the day of




                                       52
<PAGE>

such mailing or (B) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

   (7) Defeasance. Subject to certain conditions and unless otherwise provided
in the terms of the Securities of this Series, the Company at any time may
terminate some or all of its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money and/or U.S. Government
Obligations for the payment of principal and interest on the Securities to
maturity.

   (8) Persons Deemed Owners. The registered Holder of a Security may be treated
as its owner for all purposes, except that interest (other than Defaulted
Interest) will be paid to the person that was the registered Holder on the
relevant record date for such payment of interest.

   (9) Amendments and Waivers. Subject to certain exceptions, (i) the Indenture
or the Securities may be amended or supplemented with the consent of the Holders
of a majority in principal amount of the Securities of each Series affected; and
(ii) any existing default with respect to the Securities of this Series may be
waived with the consent of the Holders of a majority in principal amount of the
Securities of such Series. Without the consent of any Securityholder, the
Indenture or the Securities may be amended or supplemented to cure any
ambiguity, omission, defect or inconsistency, to provide for assumption of
Company obligations to Securityholders or to provide for uncertificated
Securities in addition to or in place of certificated Securities, to provide for
guarantees with respect to, or security for, the Securities, or to comply with
the TIA or to add additional covenants or surrender Company rights, or to make
any change that does not adversely affect the rights of any Securityholder.

   (10) Remedies. If an Event of Default with respect to the Securities of this
Series occurs and is continuing, the Trustee or Holders of at least 25% in
principal amount of the Securities of this Series may declare all the Securities
of this Series to be due and payable immediately. Securityholders may not
enforce the Indenture or the Securities of this Series except as provided in the
Indenture. The Trustee may require an indemnity before it enforces the Indenture
or the Securities. Subject to certain limitations, Holders of a majority in
principal amount of the Securities of a Series may direct the Trustee in its
exercise of any trust or power with respect to such Series. The Trustee may
withhold from Securityholders notice of any continuing default (except a Default
in payment of principal or interest) if it determines that withholding notice is
in their interests. The Company must furnish an annual compliance certificate to
the Trustee.

   (11) Trustee Dealings with Company. Subject to the provisions of the TIA, the
Trustee under the Indenture, in its individual or any other capacity, may make
loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it
were not Trustee. The Trustee will initially be Wilmington Trust Company.

   (12) No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.

   (13) Authentication. This Security shall not be valid until authenticated by
the manual signature of an authorized officer of the Trustee or an
authenticating agent.




                                       53
<PAGE>

   (14) Abbreviations. Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

   Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures the Company has caused CUSIP numbers to be printed on
the Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other
identification numbers placed thereon.

   THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND
WITHOUT CHARGE A COPY OF THE INDENTURE, WHICH HAS IN IT THE TEXT OF THIS
SECURITY IN TWELVE-POINT TYPE. REQUESTS MAY BE MADE TO: SECRETARY, CALPINE
CORPORATION, 50 WEST SAN FERNANDO STREET, SAN JOSE, CALIFORNIA 95113.




                                       54
<PAGE>

                                 ASSIGNMENT FORM


To assign this Security, fill in the form below:

   I or we assign and transfer this Security to

                  (Insert assignee's soc. sec or tax I.D. no.)


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ____________________ agent to transfer this Security on
the books of the Company. The agent may substitute another to act for him.


Dated: ________________________              Signed:____________________________
                                             (Sign exactly as your name appears
                                             on the other side of this Security)

Signature Guarantee:

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.




                                       55

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.10
<SEQUENCE>6
<FILENAME>f78300orex4-10.txt
<DESCRIPTION>EXHIBIT 4.10
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.10

                              DECLARATION OF TRUST
                                       OF
                            CALPINE CAPITAL TRUST IV

        THIS DECLARATION OF TRUST, dated as of January 10, 2002 (this
"Declaration of Trust"), is made by and among Calpine Corporation, a Delaware
corporation, as depositor (the "Depositor"), Wilmington Trust Company, a
Delaware banking corporation ("Wilmington Trust"), as Delaware trustee (the
"Delaware Trustee"), Wilmington Trust, as property trustee (the "Property
Trustee"), and Ann B. Curtis, as administrative trustee (the "Administrative
Trustee" and, together with the Delaware Trustee and the Property Trustee, the
"Trustees"). The Depositor and the Trustees hereby agree as follows:

        1. The trust created hereby shall be known as "Calpine Capital Trust IV"
(the "Trust"), in which name the Trustees or the Depositor, to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

        2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. The Trust hereby acknowledges receipt of such amount in
trust from the Depositor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the trust estate in
trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. Section 3801, et seq. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.

        3. The Depositor and the Trustees will enter into an amended and
restated Declaration of Trust, satisfactory to each such party and substantially
in the form to be included as an exhibit to the 1933 Act Registration Statement
(as defined below), to provide for the contemplated operation of the Trust
created hereby and the issuance of the trust preferred securities of the Trust
(the "Preferred Securities") and the trust common securities of the Trust
referred to therein. Prior to the execution and delivery of such amended and
restated Declaration of Trust, the Trustees shall not have any duty or
obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.

        4. The Depositor, as the sponsor of the Trust, is hereby authorized, in
its discretion, (i) to prepare and file with the Securities and Exchange
Commission (the "Commission") and to execute, in each case on behalf of the
Trust, (a) the Registration Statement on Form S-3 or other appropriate form (the
"1933 Act Registration Statement"), including the prospectus and the exhibits
included therein, any pre-effective or post-effective amendments thereto and any
registration statements filed subsequent thereto under Rule 462(b) promulgated
under the Securities Act of 1933, as amended (the "1933 Act"), relating to the
registration under the 1933 Act of the Preferred Securities and certain other
securities, (b) any preliminary prospectus or prospectus or supplement thereto
relating to the Preferred Securities required to be filed pursuant to the 1933
Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the
"1934 Act Registration Statement"), including all pre-effective and
post-effective amendments thereto, relating to the registration of the Preferred


                                       1

<PAGE>

Securities under the Securities Exchange Act of 1934, as amended (the "1934
Act"), and such other documents, forms or filings as may be required by the 1933
Act, the 1934 Act, or the Trust Indenture Act of 1939, as amended, in each case
relating to the Preferred Securities; (ii) to prepare and file with the New York
Stock Exchange or other exchange (each, an "Exchange") or the National
Association of Securities Dealers ("NASD") and execute on behalf of the Trust a
listing application or applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on any such Exchange or
the NASD's Nasdaq National Market; (iii) to prepare, file and execute on behalf
of the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as the Depositor, on behalf of the Trust, may deem necessary or desirable to
register, or establish the exemption from registration of, the Preferred
Securities under the securities or "Blue Sky" laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to
execute and deliver letters or documents to, or instruments for filing with, a
depository relating to the Preferred Securities; and (v) to negotiate the terms
of, and execute, deliver and perform on behalf of the Trust, one or more
underwriting agreements with one or more underwriters, purchase agreements,
dealer manager agreements, escrow agreements and other documents and agreements,
in each case relating to the offering of the Preferred Securities as the
Depositor, on behalf of the Trust, may deem necessary or desirable. In the event
that any filing referred to in clauses (i), (ii) and (iii) above is required by
the rules and regulations of the Commission, any Exchange, the NASD or state
securities or "Blue Sky" laws, to be executed on behalf of the Trust by one or
more of the Trustees, any of the Trustees, in their capacity as trustees of the
Trust, are hereby authorized to join in any such filing and to execute on behalf
of the Trust any and all of the foregoing, it being understood that the
Trustees, in their capacity as trustees of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, any Exchange,
the NASD or state securities or "Blue Sky" laws.

        5. This Declaration of Trust may be executed in one or more
counterparts.

        6. The number of trustees of the Trust initially shall be three (3) and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor which
may increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable
Delaware law. Subject to the foregoing, the Depositor is entitled to appoint or
remove without cause any trustee of the Trust at any time. Any trustee of the
Trust may resign upon thirty (30) days' prior notice to the Depositor provided,
however, such notice shall not be required if it is waived by the Depositor.

        7. The Depositor hereby agrees to (i) reimburse the Trustees for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts), and (ii) indemnify, defend and hold harmless the Trustees and any of
the officers, directors, employees and agents of the Trustees (the "Indemnified
Persons") from and against any and all losses, damages, liabilities, claims,
actions, suits, costs, expenses, disbursements (including the reasonable fees
and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, "Expenses"), to the


                                       2

<PAGE>

extent that such Expenses arise out of or are imposed upon or asserted at any
time against such Indemnified Persons with respect to the performance of this
Declaration of Trust, the creation, operation or termination of the Trust or the
transactions contemplated hereby; provided, however, that the Depositor shall
not be required to indemnify any Indemnified Person for any Expenses which are a
result of the willful misconduct, bad faith or gross negligence of such
Indemnified Person.

        8. The Trust may be dissolved and terminated before the issuance of the
Preferred Securities at the election of the Depositor.

        9. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).




                                       3

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.

                                            CALPINE CORPORATION,
                                            as Depositor

                                            By: /s/ ANN B. CURTIS
                                                -----------------------------
                                            Name:
                                            Title:


                                            WILMINGTON TRUST COMPANY,
                                            as Delaware Trustee

                                            By: /s/ BRUCE L. BISSON
                                                ----------------------------
                                            Name: BRUCE L. BISSON
                                                 ---------------------------
                                            Title: VICE PRESIDENT
                                                   -------------------------

                                            WILMINGTON TRUST COMPANY,
                                            as Property Trustee

                                            By: /s/ BRUCE L. BISSON
                                                ----------------------------
                                            Name: BRUCE L. BISSON
                                                 ---------------------------
                                            Title: VICE PRESIDENT
                                                   -------------------------


                                            /s/ ANN B. CURTIS
                                            --------------------------------
                                            ANN B. CURTIS,
                                            as Administrative Trustee


                                       4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.11
<SEQUENCE>7
<FILENAME>f78300orex4-11.txt
<DESCRIPTION>EXHIBIT 4.11
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.11

                              DECLARATION OF TRUST
                                       OF
                             CALPINE CAPITAL TRUST V

        THIS DECLARATION OF TRUST, dated as of January 10, 2002 (this
"Declaration of Trust"), is made by and among Calpine Corporation, a Delaware
corporation, as depositor (the "Depositor"), Wilmington Trust Company, a
Delaware banking corporation ("Wilmington Trust"), as Delaware trustee (the
"Delaware Trustee"), Wilmington Trust, as property trustee (the "Property
Trustee"), and Ann B. Curtis, as administrative trustee (the "Administrative
Trustee" and, together with the Delaware Trustee and the Property Trustee, the
"Trustees"). The Depositor and the Trustees hereby agree as follows:

        1. The trust created hereby shall be known as "Calpine Capital Trust V"
(the "Trust"), in which name the Trustees or the Depositor, to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

        2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. The Trust hereby acknowledges receipt of such amount in
trust from the Depositor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the trust estate in
trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. Section 3801, et seq. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.

        3. The Depositor and the Trustees will enter into an amended and
restated Declaration of Trust, satisfactory to each such party and substantially
in the form to be included as an exhibit to the 1933 Act Registration Statement
(as defined below), to provide for the contemplated operation of the Trust
created hereby and the issuance of the trust preferred securities of the Trust
(the "Preferred Securities") and the trust common securities of the Trust
referred to therein. Prior to the execution and delivery of such amended and
restated Declaration of Trust, the Trustees shall not have any duty or
obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.

        4. The Depositor, as the sponsor of the Trust, is hereby authorized, in
its discretion, (i) to prepare and file with the Securities and Exchange
Commission (the "Commission") and to execute, in each case on behalf of the
Trust, (a) the Registration Statement on Form S-3 or other appropriate form (the
"1933 Act Registration Statement"), including the prospectus and the exhibits
included therein, any pre-effective or post-effective amendments thereto and any
registration statements filed subsequent thereto under Rule 462(b) promulgated
under the Securities Act of 1933, as amended (the "1933 Act"), relating to the
registration under the 1933 Act of the Preferred Securities and certain other
securities, (b) any preliminary prospectus or prospectus or supplement thereto
relating to the Preferred Securities required to be filed pursuant to the 1933
Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the
"1934 Act Registration Statement"), including all pre-effective and
post-effective amendments thereto, relating to the registration of the Preferred


                                       1

<PAGE>

Securities under the Securities Exchange Act of 1934, as amended (the "1934
Act"), and such other documents, forms or filings as may be required by the 1933
Act, the 1934 Act, or the Trust Indenture Act of 1939, as amended, in each case
relating to the Preferred Securities; (ii) to prepare and file with the New York
Stock Exchange or other exchange (each, an "Exchange") or the National
Association of Securities Dealers ("NASD") and execute on behalf of the Trust a
listing application or applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on any such Exchange or
the NASD's Nasdaq National Market; (iii) to prepare, file and execute on behalf
of the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as the Depositor, on behalf of the Trust, may deem necessary or desirable to
register, or establish the exemption from registration of, the Preferred
Securities under the securities or "Blue Sky" laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to
execute and deliver letters or documents to, or instruments for filing with, a
depository relating to the Preferred Securities; and (v) to negotiate the terms
of, and execute, deliver and perform on behalf of the Trust, one or more
underwriting agreements with one or more underwriters, purchase agreements,
dealer manager agreements, escrow agreements and other documents and agreements,
in each case relating to the offering of the Preferred Securities as the
Depositor, on behalf of the Trust, may deem necessary or desirable. In the event
that any filing referred to in clauses (i), (ii) and (iii) above is required by
the rules and regulations of the Commission, any Exchange, the NASD or state
securities or "Blue Sky" laws, to be executed on behalf of the Trust by one or
more of the Trustees, any of the Trustees, in their capacity as trustees of the
Trust, are hereby authorized to join in any such filing and to execute on behalf
of the Trust any and all of the foregoing, it being understood that the
Trustees, in their capacity as trustees of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, any Exchange,
the NASD or state securities or "Blue Sky" laws.

        5. This Declaration of Trust may be executed in one or more
counterparts.

        6. The number of trustees of the Trust initially shall be three (3) and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor which
may increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable
Delaware law. Subject to the foregoing, the Depositor is entitled to appoint or
remove without cause any trustee of the Trust at any time. Any trustee of the
Trust may resign upon thirty (30) days' prior notice to the Depositor provided,
however, such notice shall not be required if it is waived by the Depositor.

        7. The Depositor hereby agrees to (i) reimburse the Trustees for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts), and (ii) indemnify, defend and hold harmless the Trustees and any of
the officers, directors, employees and agents of the Trustees (the "Indemnified
Persons") from and against any and all losses, damages, liabilities, claims,
actions, suits, costs, expenses, disbursements (including the reasonable fees
and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, "Expenses"), to the


                                       2

<PAGE>

extent that such Expenses arise out of or are imposed upon or asserted at any
time against such Indemnified Persons with respect to the performance of this
Declaration of Trust, the creation, operation or termination of the Trust or the
transactions contemplated hereby; provided, however, that the Depositor shall
not be required to indemnify any Indemnified Person for any Expenses which are a
result of the willful misconduct, bad faith or gross negligence of such
Indemnified Person.

        8. The Trust may be dissolved and terminated before the issuance of the
Preferred Securities at the election of the Depositor.

        9. This Declaration of Trust shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).



                                       3

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.


                                            CALPINE CORPORATION,
                                            as Depositor

                                            By: /s/ ANN B. CURTIS
                                                ----------------------------
                                            Name:
                                                 ---------------------------
                                            Title:
                                                   -------------------------


                                            WILMINGTON TRUST COMPANY,
                                            as Delaware Trustee

                                            By: /s/ BRUCE L. BISSON
                                                ----------------------------
                                            Name: BRUCE L. BISSON
                                                 ---------------------------
                                            Title: VICE PRESIDENT
                                                   -------------------------

                                            WILMINGTON TRUST COMPANY,
                                            as Property Trustee

                                            By:
                                            By: /s/ BRUCE L. BISSON
                                                ----------------------------
                                            Name: BRUCE L. BISSON
                                                 ---------------------------
                                            Title: VICE PRESIDENT
                                                   -------------------------

                                            /s/ ANN B. CURTIS
                                            --------------------------------
                                            ANN B. CURTIS,
                                            as Administrative Trustee


                                       4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.13
<SEQUENCE>8
<FILENAME>f78300orex4-13.txt
<DESCRIPTION>EXHIBIT 4.13
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.13

                              CERTIFICATE OF TRUST
                                       OF
                            CALPINE CAPITAL TRUST IV

        THIS Certificate of Trust of Calpine Capital Trust IV (the "Trust"),
dated as of January 10, 2002, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

        1. Name. The name of the business trust formed hereby is "Calpine
Capital Trust IV".

        2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware are Wilmington Trust Company, 1100 North Market
Street, Wilmington, Delaware 19890-0001, Attn: Corporate Trust Administration.

        3. Effective Date. This Certificate of Trust shall be effective upon
filing with the Secretary of State of the State of Delaware.

        IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have duly executed this Certificate of Trust in accordance with Section 3811(a)
of the Act.

                                            WILMINGTON TRUST COMPANY, not in its
                                            individual capacity, but solely as
                                            trustee of the Trust


                                            By: /s/ BRUCE L. BISSON
                                                --------------------------------
                                            Name: BRUCE L. BISSON
                                            Title: VICE PRESIDENT


                                               /s/ ANN B. CURTIS
                                            ------------------------------------
                                            ANN B. CURTIS, not in her individual
                                            capacity, but solely as trustee of
                                            the Trust



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.14
<SEQUENCE>9
<FILENAME>f78300orex4-14.txt
<DESCRIPTION>EXHIBIT 4.14
<TEXT>
<PAGE>
                                                                    EXHIBIT 4.14

                              CERTIFICATE OF TRUST
                                       OF
                             CALPINE CAPITAL TRUST V

        THIS Certificate of Trust of Calpine Capital Trust V (the "Trust"),
dated as of January 10, 2002, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

        1. Name. The name of the business trust formed hereby is "Calpine
Capital Trust V".

        2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware are Wilmington Trust Company, 1100 North Market
Street, Wilmington, Delaware 19890-0001, Attn: Corporate Trust Administration.

        3. Effective Date. This Certificate of Trust shall be effective upon
filing with the Secretary of State of the State of Delaware.

        IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have duly executed this Certificate of Trust in accordance with Section 3811(a)
of the Act.

                                            WILMINGTON TRUST COMPANY, not in its
                                            individual capacity, but solely as
                                            trustee of the Trust


                                            By: /s/ BRUCE L. BISSON
                                                --------------------------------
                                            Name: BRUCE L. BISSON
                                                  ------------------------------
                                            Title: VICE PRESIDENT
                                                   -----------------------------

                                            /s/ ANN B. CURTIS
                                            ------------------------------------
                                            ANN B. CURTIS, not in her individual
                                            capacity, but solely as trustee of
                                            the Trust



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.15
<SEQUENCE>10
<FILENAME>f78300orex4-15.txt
<DESCRIPTION>EXHIBIT 4.15
<TEXT>
<PAGE>

                                  EXHIBIT 4.15

                                     FORM OF

                               CALPINE CORPORATION

                               GUARANTEE AGREEMENT

                         CALPINE CAPITAL TRUST [IV] [V]

                           DATED AS OF _____ ___, ____


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                Page
<S>     <C>                                                                     <C>
ARTICLE I                                                                         1
DEFINITIONS
        Section 1.01  Definitions                                                 1

ARTICLE II                                                                        4
TRUST INDENTURE ACT
        Section 2.01  Trust Indenture Act; Application                            4
        Section 2.02  Lists of Holders of Preferred Securities                    4
        Section 2.03  Reports by the Guarantee Trustee                            4
        Section 2.04  Periodic Reports to the Guarantee Trustee                   4
        Section 2.05  Evidence of Compliance with Conditions Precedent            5
        Section 2.06  Events of Default; Waiver                                   5
        Section 2.07  Disclosure of Information                                   5
        Section 2.08  Conflicting Interest                                        5

ARTICLE III                                                                       5
POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE
        Section 3.01  Powers and Duties of the Guarantee Trustee                  5
        Section 3.02  Certain Rights and Duties of the Guarantee Trustee          6
        Section 3.03  Not Responsible for Recitals or Issuance of Guarantee       7
        Section 3.04  The Guarantee Trustee May Own Preferred Securities          7
        Section 3.05  Moneys Received by the Guarantee Trustee to Be
                      Held in Trust Without Interest.                             8
        Section 3.06  Compensation and Expenses of Guarantee Trustee              8

ARTICLE IV                                                                        8
GUARANTEE TRUSTEE
        Section 4.01  Qualifications                                              8
        Section 4.02  Appointment, Removal and Resignation of the
                      Guarantee Trustee                                           9

ARTICLE V                                                                         9
GUARANTEE

        Section 5.01  Guarantee                                                   9
        Section 5.02  Waiver of Notice                                            9
        Section 5.03  Obligations Not Affected                                    9
        Section 5.04  Enforcement of Guarantee                                   10
        Section 5.05  Guarantee of Payment                                       10
        Section 5.06  Subrogation                                                11
        Section 5.07  Independent Obligations                                    11

ARTICLE VI                                                                       11
LIMITATION OF TRANSACTIONS; SUBORDINATION
        Section 6.01  Limitation of Transactions                                 11
       [Section 6.02  Subordination]                                             11

ARTICLE VII                                                                      11
TERMINATION
        Section 7.01  Termination                                                11

ARTICLE VIII
LIMITATION OF LIABILITY; INDEMNIFICATION
        Section 8.01  Exculpation                                                12
        Section 8.02  Indemnification                                            12
        Section 8.03  Survive Termination                                        12

ARTICLE IX                                                                       12
MISCELLANEOUS
        Section 9.01  Successors and Assigns                                     12
        Section 9.02  Amendments                                                 13
</TABLE>

<PAGE>

<TABLE>
<S>     <C>                                                                     <C>
        Section 9.03  Notices                                                   13
        Section 9.04  Genders                                                   13
        Section 9.05  Benefit.                                                  14
        Section 9.06  Governing Law                                             14
        Section 9.07  Counterparts                                              14
       [Section 9.08  Exercise of Overallotment Option]                         14
        Section 9.09  Limited Liability                                         14
</TABLE>

<PAGE>

                               GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT, dated as of __________, ____, is executed and
delivered by CALPINE CORPORATION, a Delaware corporation (the "Guarantor"), and
Wilmington Trust Company, a Delaware banking corporation, as the initial
Guarantee Trustee (as defined herein) for the benefit of the Holders (as defined
herein) from time to time of the Preferred Securities (as defined herein) of
Calpine Capital Trust [IV] [V], a Delaware statutory business trust (the
"Issuer").

WHEREAS, pursuant to the Amended and Restated Declaration of Trust (the
"Declaration"), dated as of ______________, ____ among the trustees of the
Issuer named therein, Calpine Corporation, as Depositor, and the Holders from
time to time of preferred undivided beneficial interests in the assets of the
Issuer, the Issuer may issue up to $_____________ aggregate liquidation amount
of its _____% Trust Preferred Securities (the "Preferred Securities")
representing preferred undivided beneficial interests in the assets of the
Issuer and having the terms set forth in the Declaration [, of which
$_____________ liquidation amount of Preferred Securities is being issued as of
the date hereof. Up to the remaining $______________ liquidation amount of
Preferred Securities may be issued by the Issuer if and to the extent that the
over-allotment option granted by the Guarantor and the Issuer pursuant to the
Underwriting Agreement (as may be defined in the Declaration) is exercised by
the Underwriters named in the Underwriting Agreement]; and

WHEREAS, as incentive for the Holders to purchase Preferred Securities, the
Guarantor desires to irrevocably and unconditionally agree, to the extent set
forth herein, to pay to the Holders the Guarantee Payments (as defined herein)
and to make certain other payments on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the purchase by the initial purchasers
thereof of Preferred Securities, which purchase the Guarantor hereby agrees
shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee
Agreement for the benefit of the Holders from time to time.

                                    ARTICLE I
                                   DEFINITIONS

Section 1.01 Definitions.

(a) Capitalized terms used in this Guarantee Agreement but not defined in the
preamble or recitals above have the respective meanings assigned to them in this
Section 1.01.

(b) A term defined anywhere in this Guarantee Agreement has the same meaning
throughout.

(c) All references to the Guarantee Agreement or this Guarantee Agreement are to
this Guarantee Agreement as modified, supplemented or amended from time to time.

(d) All references in this Guarantee Agreement to Articles and Sections are to
Articles and Sections of this Guarantee Agreement unless otherwise specified.

(e) A term defined in the Trust Indenture Act has the same meaning when used in
this Guarantee Agreement unless otherwise defined in this Guarantee Agreement or
unless the context otherwise requires.

(f) A reference to the singular includes the plural and vice versa. Additional
Amounts has the meaning set forth in the Indenture.

"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, such specified Person. For purposes of this definition, control of
a Person shall mean the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms controlling and controlled
shall have meanings correlative to the foregoing.


                                       1
<PAGE>

"Business Day" has the meaning set forth in the Indenture.

"Commission" means the Securities and Exchange Commission.

"Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer and having the terms set forth
in Exhibit [__] to the Declaration.

"Common Stock" means the common stock, $_____ par value per share, of the
Guarantor, including associated preferred share purchase rights.

"Debentures" means the series of [convertible] unsecured [junior subordinated]
[senior] debentures issued to the [Property Trustee] [Trust] by [Calpine
Corporation] under the Indenture and entitled the ___% [Convertible] [Junior
Subordinated] [Senior] Debentures due _____.

"Declaration" has the meaning set forth in the recitals above.

"Distributions" means the periodic distributions and other payments payable to
Holders in accordance with the terms of the Preferred Securities set forth in
Exhibit [__] to the Declaration.

"Event of Default" means a default by the Guarantor on any of its payment or
other obligations under this Guarantee Agreement; provided, however, that,
except with respect to a default in payment of any Guarantee Payment, any such
default shall constitute an Event of Default only if the Guarantor shall have
received notice of such default and shall not have cured such default within 60
days after receipt of such notice.

"Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Preferred Securities, to the extent not paid or
made by or on behalf of the Issuer: (i) any accumulated and unpaid
Distributions, any Additional Amounts payable with respect to the Preferred
Securities in accordance with the terms thereof and the Redemption Price,
including all accumulated and unpaid Distributions and Additional Amounts to the
date of redemption, with respect to the Preferred Securities called for
redemption by the Issuer but only if and to the extent that in each case the
Guarantor has made a payment to the Property Trustee of principal of, any
premium or interest on or any Additional Amounts with respect to the Debentures
and (ii) upon a voluntary or involuntary dissolution of the Issuer (other than
in connection with the distribution of Debentures to Holders in exchange for
Preferred Securities or the redemption of the Preferred Securities in full upon
the maturity or redemption of the Debentures as provided in the Declaration),
the lesser of (a) the aggregate of the liquidation amount and all accumulated
and unpaid Distributions and Additional Amounts on the Preferred Securities to
the date of payment, to the extent the Issuer has funds on hand legally
available therefor, and (b) the amount of assets of the Issuer remaining
available for distribution to Holders in liquidation of the Issuer as required
by applicable law.

"Guarantee Trustee" means Wilmington Trust Company, a Delaware banking
corporation, in its capacity as guarantee trustee hereunder, until a Successor
Guarantee Trustee has been appointed and has accepted such appointment pursuant
to the terms of this Guarantee Agreement, and thereafter means each such
Successor Guarantee Trustee, in its capacity as guarantee trustee hereunder.

"Holder" means any holder, as registered on the books and records of the Issuer,
of any Preferred Securities; provided, however, that in determining whether the
holders of the requisite percentage of Preferred Securities have given any
request, notice, consent or waiver hereunder, Holder shall not include the
Guarantor or any Affiliate of the Guarantor.

"Indemnified Person" means the Guarantee Trustee, any Affiliate of the Guarantee
Trustee, and any officers, directors, shareholders, members, partners,
employees, representatives or agents of the Guarantee Trustee.

"Indenture" means the Indenture dated as of [August 10, 2000 between Calpine
Corporation and Wilmington Trust Company, as trustee, [as supplemented by the
________ Supplemental Indenture thereto


                                       2
<PAGE>

dated as of _______ __, ____ (the Supplemental Indenture)]], pursuant to which
the Debentures are to be issued to the [Property Trustee] [Trust].

"Majority of Outstanding Preferred Securities" means Holder(s) of outstanding
Preferred Securities, voting together as a single class, who are the record
owners of Preferred Securities representing a majority of the outstanding
Preferred Securities.

"Officers' Certificate" means, with respect to any Person, a certificate signed
by the Chairman of the Board, the President, any Vice Chairman of the Board, any
Vice President, the chief financial officer, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary or any Assistant Secretary of such
Person, and delivered to the Guarantee Trustee. One of the officers signing an
Officers' Certificate given pursuant to Section 2.04 shall be the principal
executive, financial or accounting officer of the Guarantor. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Guarantee Agreement (other than pursuant to Section
314(a)(4) of the Trust Indenture Act) shall include:

(i) a statement that the person making such certificate has read such covenant
or condition;

(ii) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate are based;

(iii) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

(iv) a statement as to whether or not, in the opinion of such person, such
condition or covenant has been complied with.

"Person" means any individual, corporation, partnership, limited liability
company, joint venture, incorporated or unincorporated association, joint stock
company, trust, unincorporated organization or government or other agency or
political subdivision thereof or other entity of any kind.

"Preferred Securities" has the meaning set forth in the recitals above.

"Property Trustee" means the Person acting as Property Trustee under the
Declaration.

"Redemption Price" means the amount payable on redemption of the Preferred
Securities in accordance with the terms of the Preferred Securities.

"Responsible Officer" means, when used with respect to the Guarantee Trustee,
any officer within the corporate trust department of the Guarantee Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Guarantee Trustee
who customarily performs functions similar to those performed by the Persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such Person's knowledge of and familiarity with
the particular subject and, in either case, who shall have direct responsibility
for the administration of this Guarantee Agreement.

"Successor Guarantee Trustee" means a successor Guarantee Trustee possessing the
qualifications to act as a Guarantee Trustee under Section 4.01.

["Supplemental Indenture" has the meaning specified in the definition of
Indenture.]

"Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.


                                       3
<PAGE>

                                   ARTICLE II
                               TRUST INDENTURE ACT

Section 2.01 Trust Indenture Act; Application.

(a) This Guarantee Agreement is subject to the provisions of the Trust Indenture
Act that are required to be part of this Guarantee Agreement and shall, to the
extent applicable, be governed by such provisions.

(b) If and to the extent that any provision of this Guarantee Agreement limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

(c) The application of the Trust Indenture Act to this Guarantee Agreement shall
not affect the nature of the Preferred Securities as equity securities
representing preferred undivided beneficial interests in the assets of the
Issuer.

Section 2.02 Lists of Holders of Preferred Securities.

(a) The Guarantor shall provide the Guarantee Trustee (unless the Guarantee
Trustee is the registrar of the Preferred Securities) (i) within 14 days after
each record date for payment of Distributions, a list, in such form as the
Guarantee Trustee may reasonably require, of the names and addresses of the
Holders (List of Holders) as of such date, and (ii) at any other time, within 30
days of receipt by the Guarantor of a written request for a List of Holders as
of a date no more than 15 days before such List of Holders is given to the
Guarantee Trustee; provided that in each case the Guarantor shall not be
obligated to provide such List of Holders at any time that the List of Holders
does not differ from the most recent List of Holders given to the Guarantee
Trustee by the Guarantor. The Guarantee Trustee shall preserve, in as current a
form as is reasonably practicable, all information contained in the Lists of
Holders given to it; provided that the Guarantee Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

(b) The Guarantee Trustee shall comply with its obligations under Section 312(b)
of the Trust Indenture Act.

Section 2.03 Reports by the Guarantee Trustee.

Within 60 days after ______ of each year, commencing _______, ____, the
Guarantee Trustee shall deliver to the Holders such reports as are required by
Section 313(a) of the Trust Indenture Act, if any, in the form, in the manner
and at the times provided by Section 313 of the Trust Indenture Act. The
Guarantee Trustee shall also comply with the other requirements of Section 313
of the Trust Indenture Act. A copy of each such report shall, at the time of
such transmission to the Holders, be filed by the Guarantee Trustee with the
Guarantor, with each stock exchange or quotation system upon which any Preferred
Securities are listed or traded (if so listed or traded) and also with the
Commission. The Guarantor agrees to notify the Guarantee Trustee when any
Preferred Securities become listed on any stock exchange or quotation system and
of any delisting thereof.

Section 2.04 Periodic Reports to the Guarantee Trustee.

The Guarantor shall provide to the Guarantee Trustee, the Commission and the
Holders, as applicable, such documents, reports and information (if any) as
required by Section 314(a)(1)-(3) of the Trust Indenture Act and the compliance
certificates required by Section 314(a)(4) and (c) of the Trust Indenture Act,
any such certificates to be provided in the form, in the manner and at the times
required by Section 314(a)(4) and (c) of the Trust Indenture Act (provided that
any certificate to be provided pursuant to Section 314(a)(4) of the Trust
Indenture Act shall be provided within 120 days of the end of each fiscal year
of the Issuer). Delivery of such reports, information and documents to the
Guarantee Trustee is for informational purposes only and the Guarantee Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein, including the Guarantor's compliance with any of its
covenants hereunder (as to which the


                                       4
<PAGE>

Guarantee Trustee is entitled to rely exclusively on Officers' Certificates or
on certificates provided pursuant to this Section 2.04).

Section 2.05 Evidence of Compliance with Conditions Precedent.

The Guarantor shall provide to the Guarantee Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Guarantee Agreement
which relate to any of the matters set forth in Section 314(c) of the Trust
Indenture Act. Any certificate or opinion required to be given by an officer
pursuant to Section 314(c) may be given in the form of an Officers' Certificate.

Section 2.06 Events of Default; Waiver.

(a) The Holders of a Majority of Outstanding Preferred Securities may, by vote,
on behalf of the Holders, waive any past Event of Default and its consequences.
Upon such waiver, any such Event of Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Guarantee Agreement, but no such waiver shall extend to any
subsequent or other default or Event of Default, or impair any right consequent
thereon.

(b) The right of any Holder to receive payment of the Guarantee Payments in
accordance with this Guarantee Agreement, or to institute suit for the
enforcement of any such payment, shall not be impaired without the consent of
each such Holder.

Section 2.07 Disclosure of Information.

The disclosure of information as to the names and addresses of the Holders in
accordance with Section 312 of the Trust Indenture Act, regardless of the source
from which such information was derived, shall not be deemed to be a violation
of any existing law, or any law hereafter enacted which does not specifically
refer to Section 312 of the Trust Indenture Act, nor shall the Guarantee Trustee
be held accountable by reason of mailing any material pursuant to a request made
under Section 312(b) of the Trust Indenture Act.

Section 2.08 Conflicting Interest.

(a) The Declaration and the Indenture shall be deemed to be specifically
described in this Guarantee Agreement for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.

(b) The Guarantee Trustee shall comply with its obligations under Sections
310(b) and 311 of the Trust Indenture Act.

                                   ARTICLE III
                            POWERS, DUTIES AND RIGHTS
                            OF THE GUARANTEE TRUSTEE

Section 3.01 Powers and Duties of the Guarantee Trustee.

(a) This Guarantee Agreement shall be held by the Guarantee Trustee in trust for
the benefit of the Holders. The Guarantee Trustee shall not transfer its right,
title and interest in this Guarantee Agreement to any Person except a Successor
Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its
appointment to act as Guarantee Trustee or to a Holder exercising his or her
rights pursuant to Section 5.04(iv). The right, title and interest of the
Guarantee Trustee to this Guarantee Agreement shall vest automatically in each
Person who may hereafter be appointed as Guarantee Trustee in accordance with
Article IV. Such vesting and cessation of title shall be effective whether or
not conveyancing documents have been executed and delivered.

(b) If an Event of Default has occurred and is continuing, the Guarantee Trustee
shall be entitled to enforce this Guarantee Agreement for the benefit of the
Holders.


                                       5
<PAGE>

(c) This Guarantee Agreement and all moneys received by the Guarantee Trustee in
respect of the Guarantee Payments will not be subject to any right, charge,
security interest, lien or claim of any kind in favor of, or for the benefit of,
the Guarantee Trustee or its agents or their creditors.

(d) The Guarantee Trustee shall, within 90 days after the occurrence of an Event
of Default actually known to a Responsible Officer of the Guarantee Trustee,
transmit by mail, first class postage prepaid, to the Holders, as their names
and addresses appear upon the List of Holders, notice of all such Events of
Default, unless such defaults shall have been cured before the giving of such
notice; provided that the Guarantee Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors and/or Responsible Officers of the Guarantee
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders. The Guarantee Trustee shall not be deemed to have
knowledge of any Event of Default except any Event of Default as to which the
Guarantee Trustee shall have received written notice or unless a Responsible
Officer charged with the administration of this Guarantee Agreement shall have
obtained written notice of such Event of Default.

(e) The Guarantee Trustee shall continue to serve as a trustee until a Successor
Guarantee Trustee has been appointed and accepted that appointment in accordance
with Article IV.

Section 3.02 Certain Rights and Duties of the Guarantee Trustee.

(a) The Guarantee Trustee, before the occurrence of an Event of Default and
after the curing or waiving of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Guarantee Agreement, and no implied covenants shall be read into this
Guarantee Agreement against the Guarantee Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.06), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

(b) No provision of this Guarantee Agreement shall be construed to relieve the
Guarantee Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that:

(i) prior to the occurrence of an Event of Default and after the curing or
waiving of all such Events of Default that may have occurred:

(A) the duties and obligations of the Guarantee Trustee shall be determined
solely by the express provisions of this Guarantee Agreement, and the Guarantee
Trustee shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Guarantee Agreement, and no
implied covenants or obligations shall be read into this Guarantee Agreement
against the Guarantee Trustee; and

(B) in the absence of bad faith on the part of the Guarantee Trustee, the
Guarantee Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Guarantee Trustee and conforming to the requirements
of this Guarantee Agreement; provided, however, that in the case of any such
certificates or opinions that by any provision hereof or the Trust Indenture Act
are specifically required to be furnished to the Guarantee Trustee, the
Guarantee Trustee shall be under a duty to examine the same to determine whether
or not they conform to the requirements of this Guarantee Agreement or the Trust
Indenture Act, as the case may be;

(ii) the Guarantee Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be
proved that the Guarantee Trustee was negligent in ascertaining the pertinent
facts upon which such judgment was made;

(iii) the Guarantee Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in


                                       6
<PAGE>

good faith in accordance with the direction of the Holders of a Majority of
Outstanding Preferred Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee, or
exercising any trust or power conferred upon the Guarantee Trustee under this
Guarantee Agreement; and

(iv) no provision of this Guarantee Agreement shall require the Guarantee
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that the
repayment of such funds or liability is not reasonably assured to it under the
terms of this Guarantee Agreement or adequate indemnity against such risk or
liability is not reasonably assured to it.

(c) Subject to the provisions of Section 3.02(a) and (b):

(i) whenever in the administration of this Guarantee Agreement, the Guarantee
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Guarantee Trustee
(unless other evidence is herein specifically prescribed) may, in the absence of
bad faith on its part, request and rely upon an Officers' Certificate, which,
upon receipt of such request, shall be promptly delivered by the Guarantor;

(ii) the Guarantee Trustee (A) may consult with counsel (which may be counsel to
the Guarantor or any of its Affiliates and may include any of its employees)
selected by it in good faith and with due care and the written advice or opinion
of such counsel with respect to legal matters shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon and in accordance with
such advice and opinion and (B) shall have the right at any time to seek
instructions concerning the administration of this Guarantee Agreement from any
court of competent jurisdiction;

(iii) the Guarantee Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys, and the Guarantee Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed by it in good faith
and with due care;

(iv) the Guarantee Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Guarantee Agreement at the request or
direction of any Holder, unless such Holder shall have offered to the Guarantee
Trustee security and indemnity satisfactory to the Guarantee Trustee against the
costs, expenses (including attorneys' fees and expenses) and liabilities that
might be incurred by it in complying with such request or direction; provided
that nothing contained in this clause (iv) shall relieve the Guarantee Trustee
of the obligation, upon the occurrence of an Event of Default (which has not
been cured or waived) to exercise such of the rights and powers vested in it by
this Guarantee Agreement, and to use the same degree of care and skill in this
exercise as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs; and

(v) any action taken by the Guarantee Trustee or its agents hereunder shall bind
the Holders, and the signature of the Guarantee Trustee or its agents alone
shall be sufficient and effective to perform any such action; and no third party
shall be required to inquire as to the authority of the Guarantee Trustee to so
act, or as to its compliance with any of the terms and provisions of this
Guarantee Agreement, both of which shall be conclusively evidenced by the
Guarantee Trustee's or its agent's taking such action.

(vi) the Guarantee Trustee may conclusively rely, and shall be fully protected
in acting or refraining from acting upon, any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed, sent or presented
by the proper party or parties;

(vii) any direction or act of the Guarantor contemplated by this Guarantee shall
be sufficiently evidenced by an Officer's Certificate;


                                       7
<PAGE>

(viii) the Guarantee Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Guarantee Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit;

(ix) the Guarantee Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, nominees,
custodians or attorneys, and the Guarantee Trustee shall not be responsible for
any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder;

(x) whenever in the administration of this Guarantee, the Guarantee Trustee
shall deem it desirable to receive instructions with respect to enforcing any
remedy or right or taking any other action hereunder, the Guarantee Trustee (A)
may request written instructions from the Holders of a Majority of Outstanding
Preferred Securities, (B) may refrain from enforcing such remedy or right or
taking such other action until such written instructions are received and (C)
shall be protected in conclusively relying on or acting in accordance with such
written instructions.

(d) no provision of this Guarantee shall be deemed to impose any duty or
obligation on the Guarantee Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it in any jurisdiction
in which it shall be illegal, or in which the Guarantee Trustee shall be
unqualified or incompetent to act in accordance with applicable law, to perform
any such act or acts or to exercise any such right, power, duty or obligation.
No permissive power or authority available to the Guarantee Trustee shall be
construed to be a duty.

Section 3.03 Not Responsible for Recitals or Issuance of Guarantee.

The recitals contained in this Guarantee Agreement shall be taken as the
statements of the Guarantor, and the Guarantee Trustee does not assume any
responsibility for their correctness. The Guarantee Trustee makes no
representations as to the validity or sufficiency of this Guarantee Agreement.

Section 3.04 The Guarantee Trustee May Own Preferred Securities.

The Guarantee Trustee, in its individual or any other capacity, may become the
owner or pledgee of Preferred Securities and may otherwise deal with the
Guarantor with the same rights it would have if it were not the Guarantee
Trustee.

Section 3.05 Moneys Received by the Guarantee Trustee to Be Held in Trust
Without Interest.

All moneys received by the Guarantee Trustee in respect of Guarantee Payments
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Guarantee Trustee shall be under
no liability for interest on any moneys received by it hereunder except such as
it may agree in writing to pay thereon.

Section 3.06 Compensation and Expenses of Guarantee Trustee.

The Guarantor covenants and agrees to pay to the Guarantee Trustee from time to
time, and the Guarantee Trustee shall be entitled to, such compensation as the
Guarantor and the Guarantee Trustee shall from time to time agree in writing
(which shall not be limited by any provision of law in regard to the
compensation of a Guarantee Trustee of an express trust) for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Guarantee Trustee, and the Guarantor will pay or reimburse the
Guarantee Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Guarantee Trustee in accordance with any of
the provisions of this Guarantee Agreement (including the reasonable
compensation and the reasonable expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise


                                       8
<PAGE>

from its negligence or bad faith. The Guarantor also covenants to indemnify each
of the Guarantee Trustee or any predecessor Guarantee Trustee and their
officers, agents, directors and employees for, and to hold them harmless
against, any and all loss, liability, damage, claim or expense including taxes
(other than taxes based upon, measured by or determined by the income, profit,
franchise or doing business of the Guarantee Trustee) incurred without
negligence or bad faith on the part of the Guarantee Trustee and arising out of
or in connection with the acceptance or administration of this trust, including
the reasonable costs and expenses of defending itself against any claim (whether
asserted by the Guarantor, any Holder or any other Person) of liability in the
premises. The provisions of this Section 3.06 shall survive the termination of
this Guarantee Agreement and resignation or removal of the Guarantee Trustee.

                                   ARTICLE IV
                                GUARANTEE TRUSTEE

Section 4.01 Qualifications.

There shall at all times be a Guarantee Trustee that shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a national banking association or corporation organized and doing
business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or Person
permitted by the Commission to act as an institutional trustee under the Trust
Indenture Act, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000, and subject to
supervision or examination by Federal, State, Territorial or District of
Columbia authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the supervising or examining
authority referred to above, then for the purposes of this clause (ii), the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.

If at any time the Guarantee Trustee shall cease to satisfy the requirements of
clauses (i) and (ii) above, the Guarantee Trustee shall immediately resign in
the manner and with the effect set out in Section 4.02. If the Guarantee Trustee
has or shall acquire any conflicting interest within the meaning of Section
310(b) of the Trust Indenture Act, the Guarantee Trustee and the Guarantor shall
in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act, subject to the penultimate paragraph thereof.

Section 4.02 Appointment, Removal and Resignation of the Guarantee Trustee.

(a) Subject to Section 4.02(b), in the absence of the existence of an Event of
Default, the Guarantee Trustee may be appointed or removed without cause at any
time by the Guarantor.

(b) The Guarantee Trustee shall not be removed in accordance with Section
4.02(a) until a Successor Guarantee Trustee possessing the qualifications to act
as Guarantee Trustee under Section 4.01 has been appointed and has accepted such
appointment by written instrument executed by such Successor Guarantee Trustee
and delivered to the Guarantor and the Guarantee Trustee being removed.

(c) The Guarantee Trustee appointed to office shall hold office until its
successor shall have been appointed or until its removal or resignation.

(d) The Guarantee Trustee may resign from office (without need for prior or
subsequent accounting) by an instrument (a "Resignation Request") in writing
signed by the Guarantee Trustee and delivered to the Guarantor, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that no such resignation of the Guarantee
Trustee shall be effective until a Successor Guarantee Trustee possessing the
qualifications to act as Guarantee Trustee under Section 4.01 has been appointed
and has accepted such appointment by instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.


                                       9
<PAGE>

(e) If no Successor Guarantee Trustee shall have been appointed and accepted
appointment as provided in this Section 4.02 within 30 days after delivery to
the Guarantor of a Resignation Request, the resigning Guarantee Trustee may
petition any court of competent jurisdiction for appointment of a Successor
Guarantee Trustee. Such court may thereupon after such notice, if any, as it may
deem proper, appoint a Successor Guarantee Trustee.

                                    ARTICLE V
                                    GUARANTEE

Section 5.01 Guarantee.

The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by the Issuer), as and when due, regardless of any defense, right of set- off or
counterclaim which the Issuer may have or assert. The Guarantor's obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holders or to the Guarantee Trustee for
remittance to the Holders or by causing the Issuer to pay such amounts to the
Holders. The Guarantor shall give written notice to the Guarantee Trustee as
promptly as practicable in the event it makes any direct payment hereunder.

Section 5.02 Waiver of Notice.

The Guarantor hereby waives notice of acceptance of this Guarantee Agreement and
of any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Issuer or any other
Person before proceeding against the Guarantor, protest, notice of nonpayment,
notice of dishonor, notice of redemption and all other notices and demands.
Notwithstanding anything to the contrary herein, the Guarantor retains all of
its rights under the Indenture to extend the interest payment period on the
Debentures and the Guarantor shall not be obligated hereunder to make any
Guarantee Payment during any Extended Interest Payment Period (as defined in the
Supplemental Indenture) with respect to the Distributions on the Preferred
Securities.

Section 5.03 Obligations Not Affected.

The obligations, covenants, agreements and duties of the Guarantor under this
Guarantee Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:

(a) the release or waiver, by operation of law or otherwise, of the performance
or observance by the Issuer of any express or implied agreement, covenant, term
or condition relating to the Preferred Securities to be performed or observed by
the Issuer;

(b) the extension of time for the payment by the Issuer of all or any portion of
the Distributions (other than an extension of time for payment of Distributions
that result from any Extended Interest Payment Period), Redemption Price,
Liquidation Distribution (as may be defined in the Declaration) or any other
sums payable under the terms of the Preferred Securities or the extension of
time for the performance of any other obligation under, arising out of, or in
connection with, the Preferred Securities (other than an extension of time for
payment of Distributions that result from any Extended Interest Payment Period);

(c) any failure, omission, delay or lack of diligence on the part of the
Guarantee Trustee or the Holders to enforce, assert or exercise any right,
privilege, power or remedy conferred on the Guarantee Trustee or the Holders
pursuant to the terms hereof or of the Preferred Securities, respectively, or
any action on the part of the Issuer granting indulgence or extension of any
kind;

(d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;

(e) any invalidity of, or defect or deficiency in, the Preferred Securities;


                                       10
<PAGE>

(f) the settlement or compromise of any obligation guaranteed hereby or hereby
incurred; or

(g) any other circumstance whatsoever that might otherwise constitute a legal or
equitable discharge or defense of a guarantor, it being the intent of this
Section 5.03 that the obligations of the Guarantor with respect to the Guarantee
Payments shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Guarantee Trustee or the Holders to give
notice to, or obtain consent of, the Guarantor with respect to the happening of
any of the foregoing.

Section 5.04 Enforcement of Guarantee.

The Guarantor and the Guarantee Trustee expressly acknowledge and agree that (i)
this Guarantee Agreement will be deposited with the Guarantee Trustee to be held
for the benefit of the Holders; (ii) the Guarantee Trustee has the right to
enforce this Guarantee Agreement on behalf of the Holders; (iii) Holders
representing not less than a Majority of Outstanding Preferred Securities have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Guarantee Trustee in respect of this Guarantee
Agreement or exercising any trust or other power conferred upon the Guarantee
Trustee under this Guarantee Agreement provided, that, subject to Section 3.1,
the Guarantee Trustee shall have the right to decline to follow any such
direction if the Guarantee Trustee being advised by counsel determines that the
action or proceeding so directed may not lawfully be taken or if the Guarantee
Trustee in good faith by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers of the Guarantee Trustee shall determine that the action or proceedings
so directed would involve the Guarantee Trustee in personal liability; and (iv)
if the Guarantee Trustee fails to enforce this Guarantee Agreement as provided
in clauses (ii) and (iii) above, any Holder may institute a legal proceeding
directly against the Guarantor to enforce its rights under this Guarantee
Agreement, without first instituting a legal proceeding against the Issuer, the
Guarantee Trustee or any other Person. Notwithstanding the foregoing, if the
Guarantor has failed to make a Guarantee Payment, a Holder may directly
institute a proceeding against the Guarantor for enforcement of this Guarantee
Agreement for such payment without first instituting a legal proceeding against
the Issuer, the Guarantee Trustee or any other Person.

Section 5.05 Guarantee of Payment.

This Guarantee Agreement creates a guarantee of payment and not merely of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer) or upon the distribution of the Debentures to the Holders as
provided in the Declaration.

Section 5.06 Subrogation.

The Guarantor shall be subrogated to all (if any) rights of the Holders against
the Issuer in respect of any amounts paid to the Holders by the Guarantor under
this Guarantee Agreement; provided, however, that the Guarantor shall not
(except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any rights which it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment
under this Guarantee Agreement, if, at the time of any such payment, any amounts
are due and unpaid under this Guarantee Agreement. If any amount shall be paid
to the Guarantor in violation of the preceding sentence, the Guarantor agrees to
hold such amount in trust for the Holders and to pay over such amount to the
Holders or to the Guarantee Trustee for remittance to the Holders.

Section 5.07 Independent Obligations.

The Guarantor acknowledges that its obligations hereunder are independent of the
obligations of the Issuer with respect to the Preferred Securities and that the
Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
Payments pursuant to the terms of this Guarantee Agreement notwithstanding


                                       11
<PAGE>

the occurrence of any event referred to in subsections (a) through (g),
inclusive, of Section 5.03 hereof.

                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

Section 6.01 Limitation of Transactions.

So long as any Preferred Securities remain outstanding, the Guarantor (i) will
remain the sole direct or indirect owner of all of the outstanding Common
Securities and shall not cause or permit the Common Securities to be transferred
except to the extent such transfer is permitted under Section [ ] of the
Declaration; provided that any permitted successor of the Guarantor under the
Indenture may succeed to the Guarantor's direct or indirect ownership of the
Common Securities and (ii) will use reasonable efforts to cause the Issuer to
continue to be treated as a grantor trust for United States federal income tax
purposes, except in connection with a distribution of Debentures as provided in
the Declaration.

[Section 6.02 Subordination.

This Guarantee Agreement will constitute an unsecured obligation of the
Guarantor and will rank (i) subordinate and junior in right of payment to all
other liabilities of the Guarantor and any guarantees of the Guarantor relating
to such liabilities, except in each case those made pari passu or subordinate by
their terms, and (ii) senior to all capital stock [(other than the most senior
preferred stock issued from time to time, if any, by the Guarantor, which
preferred stock will rank pari passu with this Guarantee Agreement)] and to any
guarantee now or hereafter entered into by the Guarantor in respect of any of
its capital stock [(other than the most senior preferred stock issued by the
guarantor)] now or hereafter issued by the Guarantor. The Guarantor's
obligations under this Guarantee Agreement will rank pari passu with respect to
obligations under other securities (other than capital stock) the Guarantor may
issue from time to time and other guarantee agreements which it may enter into
from time to time to the extent that (i) such agreements shall provide for
comparable guarantees by the Guarantor of payment on preferred securities issued
by other trusts, partnerships or other entities affiliated with the Guarantor
that are financing vehicles of the Guarantor and (ii) the debentures or other
evidences of indebtedness of the Guarantor relating to such preferred securities
are junior subordinated, unsecured indebtedness of the Guarantor.]

                                   ARTICLE VII
                                   TERMINATION

Section 7.01 Termination.

This Guarantee Agreement shall terminate and be of no further force and effect
(i) upon full payment of the Redemption Price of all Preferred Securities, (ii)
upon the distribution of Debentures, or any securities in to which such
Debentures are convertible, to Holders and holders of Common Securities in
exchange for all of the Preferred Securities and Common Securities or (iii) upon
full payment of the amounts payable in accordance with the Declaration upon
liquidation of the Issuer. Notwithstanding the foregoing, this Guarantee
Agreement will continue to be effective or will be reinstated, as the case may
be, if at any time any Holder must restore payment of any sums paid with respect
to the Preferred Securities or under this Guarantee Agreement.

                                  ARTICLE VIII
                    LIMITATION OF LIABILITY; INDEMNIFICATION

Section 8.01 Exculpation.

(a) No Indemnified Person shall be liable, responsible or accountable in damages
or otherwise to the Guarantor or any Holder for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith in accordance with this Guarantee Agreement and
in a manner such Indemnified Person reasonably believed to be within the scope
of the authority conferred on such Indemnified Person by this Guarantee
Agreement or by law, except that an Indemnified Person shall


                                       12
<PAGE>

be liable for any such loss, damage or claim incurred by reason of such
Indemnified Person's negligence or willful misconduct with respect to such acts
or omissions.

(b) An Indemnified Person shall be fully protected in relying in good faith upon
the records of the Guarantor and upon such information, opinions, reports or
statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders might properly be paid.

Section 8.02 Survive Termination.

The provisions of Sections 8.01 and 8.02 shall survive the termination of this
Guarantee Agreement or the resignation or removal of the Guarantee Trustee.

                                   ARTICLE IX
                                  MISCELLANEOUS

Section 9.01 Successors and Assigns.

All guarantees and agreements contained in this Guarantee Agreement shall bind
the successors, assignees, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Guarantee Trustee and the
Holders then outstanding. Except in connection with a consolidation, merger or
sale involving the Guarantor that is permitted under Article IV of the
Indenture, the Guarantor shall not assign its obligations hereunder.

Section 9.02 Amendments.

Except with respect to any changes which do not adversely affect the rights of
Holders in any material respect (in which case no consent of Holders will be
required), this Guarantee Agreement may only be amended with the prior approval
of the Guarantor, the Guarantee Trustee and the Holders of not less than a
Majority of Outstanding Preferred Securities. The provisions of Section [ ] of
the Declaration concerning meetings, and actions by written consent without a
meeting, of Holders shall apply to the giving of such approval.

Section 9.03 Notices.

Any notice, request or other communication required or permitted to be given
hereunder shall be in writing, in English, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

(a) if given to the Guarantor, to the address set forth below or such other
address as the Guarantor may give notice of to the Holders:

Calpine Corporation
50 West San Fernando Street
San Jose, California 95113
Facsimile: (408) 995-0505
Attention: Lisa M. Bodensteiner, Esq.

(b) if given to the Trust, in care of the Guarantor, at the Trust's (and the
Guarantee Trustee's) address set forth below or such other address as the Trust
may give notice of to the Holders:

Calpine Capital Trust [IV][V]
c/o Calpine Corporation


                                       13
<PAGE>

50 West San Fernando Street
San Jose, California 95113
Facsimile: (408) 995-0505
Attention: Lisa M. Bodensteiner, Esq.

(c) if given to the Guarantee Trustee, to the address set forth below or such
other address as the Guarantee Trustee may give notice of to the Holders:

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration

(c) if given to any Holder, at the address set forth on the books and records of
the Issuer.

All notices hereunder shall be deemed to have been given when (i) received in
person, (ii) telecopied with receipt confirmed, or (iii) mailed by first class
mail, postage prepaid, when received, except that if a notice or other document
is refused delivery or cannot be delivered because of a changed address of which
no notice was given, such notice or other document shall be deemed to have been
delivered on the date of such refusal or inability to deliver.

Section 9.04 Genders.

The masculine, feminine and neuter genders used herein shall include the
masculine, feminine and neuter genders.

Section 9.05 Benefit.

This Guarantee Agreement is solely for the benefit of the Guarantee Trustee and
the Holders and, subject to Section 3.01(a), is not separately transferable from
the Preferred Securities.

Section 9.06 Governing Law.

THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS).

Section 9.07 Counterparts.

This Guarantee Agreement may be executed in counterparts, each of which shall be
an original; but such counterparts shall together constitute one and the same
instrument.

Section 9.08 [Exercise of Overallotment Option.

If and to the extent that Preferred Securities are issued by the Issuer upon
exercise of the overallotment option referred to in the first WHEREAS clause,
the Guarantor agrees to give prompt notice thereof to the Guarantee Trustee but
the failure to give such notice shall not relieve the Guarantor of any of its
obligations hereunder.]

Section 9.09 Limited Liability.

Neither the Guarantee Trustee nor the Holders, in their capacities as such,
shall be personally liable for any liabilities or obligations of the Guarantor
arising out of this Guarantee Agreement. The parties further hereby agree that
the Holders, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to the stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

                                       14
<PAGE>

THIS GUARANTEE AGREEMENT is executed as of the day and year first above written.

                                        CALPINE CORPORATION

                                        By: _________________________
                                        Name:_______________________
                                        Title: _______________________

                                        WILMINGTON TRUST COMPANY
                                          AS GUARANTEE TRUSTEE

                                        By: _______________________
                                        Name:_____________________
                                        Title: _____________________




                                       15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.19
<SEQUENCE>11
<FILENAME>f78300orex4-19.txt
<DESCRIPTION>EXHIBIT 4.19
<TEXT>
<PAGE>

                                  EXHIBIT 4.19

                            FORM OF DEPOSIT AGREEMENT

                               CALPINE CORPORATION

                                       AND

                          [___________________________]
                                  AS DEPOSITARY

                                       AND

                     THE HOLDERS OF THE DEPOSITARY RECEIPTS
                                DESCRIBED HEREIN

                                DEPOSIT AGREEMENT

                            DATED AS OF _____________


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                PAGE
<S>     <C>                                                                     <C>
ARTICLE I                                                                         1

ARTICLE II                                                                        2
        SECTION 2.01. Form and Transfer of Receipts                               2
        SECTION 2.02. Deposit of Stock; Execution and Delivery of
                      Receipts in Respect hereof                                  2
        SECTION 2.03. Redemption of Stock                                         3
        SECTION 2.04. Registration of Transfer of Receipts                        3
        SECTION 2.05. Split-ups and Combinations of Receipts;
                      Surrender of Receipts and Withdrawal of Stock               4
        SECTION 2.06. Limitations on Execution and Delivery, Transfer,
                      Surrender and Exchange of Receipts                          5

        SECTION 2.07. Lost Receipts, etc.                                         5
        SECTION 2.08. Cancellation and Destruction of Surrendered Receipts        5

ARTICLE III                                                                       5
        SECTION 3.01. Filing Proofs, Certificates and Other Information.          5
        SECTION 3.02. Payment of Taxes or Other Governmental Charges              5
        SECTION 3.03. Warranty as to Stock                                        5

ARTICLE IV                                                                        6
        SECTION 4.01. Cash Distributions                                          6
        SECTION 4.02. Distributions Other than Cash, Rights,
                      Preferences or Privileges                                   6
        SECTION 4.03. Subscription Rights, Preferences or Privileges              6
        SECTION 4.04. Notice of Dividends, etc.; Fixing of Record Date for
                      Holders of Receipts                                         7
        SECTION 4.05. Voting Rights                                               7
        SECTION 4.06. Changes Affecting Deposited Securities and
                      Reclassifications, Recapitalizations, etc                   7
        SECTION 4.07. Inspection of Reports                                       8
        SECTION 4.08. Lists of Record Holders of Receipts                         8

ARTICLE V                                                                         8
        SECTION 5.01. Maintenance of Offices, Agencies and Transfer Books
                      by the Depositary; Registrar                                8
        SECTION 5.02. Prevention of or Delay in Performance by the Depositary,
                      the Depositary's Agents, the Registrar, the Transfer
                      Agent or the Company                                        8
        SECTION 5.03. Obligations of the Depositary, the Depositary's Agents,
                      the Registrar, the Transfer Agent and the Company           9
        SECTION 5.04. Resignation and Removal of the Depositary; Appointment of
                      Successor Depositary                                        9
        SECTION 5.05. Corporate Notices and Reports                              10
        SECTION 5.06. Indemnification by the Company                             10
        SECTION 5.07. Charges and Expenses                                       10

ARTICLE VI                                                                       10
        SECTION 6.01. Amendment                                                  10
        SECTION 6.02. Termination                                                10
</TABLE>

<PAGE>

<TABLE>
<S>     <C>                                                                     <C>
ARTICLE VII                                                                     11
        SECTION 7.01. Counterparts                                              11
        SECTION 7.02. Exclusive Benefit of Parties                              11
        SECTION 7.03. Invalidity of Provisions                                  11
        SECTION 7.04. Notices                                                   11
        SECTION 7.05. Depositary's Agents                                       11
        SECTION 7.06. Holders of Receipts Are Parties                           12
        SECTION 7.07. GOVERNING LAW                                             12
        SECTION 7.08. Inspection of Deposit Agreement                           12
        SECTION 7.09. Headings                                                  12

EXHIBITS

Exhibit A      Form of Receipt                                                 A-1
</TABLE>

<PAGE>


DEPOSIT AGREEMENT, dated as of ________________ among CALPINE CORPORATION, a
Delaware corporation, ______________, a _________________, and the holders from
time to time of the Receipts described herein.

WHEREAS it is desired to provide, as hereinafter set forth in this Deposit
Agreement, for the deposit of shares of [insert designation of preferred stock]
of Calpine Corporation with the Depositary (as defined below) for the purposes
set forth in this Deposit Agreement and for the issuance hereunder of Receipts
evidencing Depositary Shares in respect of the Stock so deposited; and

WHEREAS the Receipts are to be substantially in the form of Exhibit A annexed
hereto, with appropriate insertions, modifications and omissions, as hereinafter
provided in this Deposit Agreement;

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

The following definitions shall for all purposes, unless otherwise indicated,
apply to the respective capitalized terms used in this Deposit Agreement:

"Certificate" shall mean the Certificate of Designations filed with the
Secretary of State of Delaware establishing the Stock as a series of preferred
stock of the Company.

"Company" shall mean Calpine Corporation, a Delaware corporation, and its
successors.

"Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time in accordance with the terms hereof.

"Depositary" shall mean ___________ a ____________, and any successor as
Depositary hereunder.

"Depositary Shares" shall mean depositary shares, each representing [insert
fractional share] of a share of Stock and evidenced by a Receipt.

"Depositary's Agent" shall mean an agent appointed by the Depositary pursuant to
Section 7.05.

"Depositary's Office" shall mean the principal office of the Depositary in New
York City, at which at any particular time, its depositary receipt business
shall be administered.

"Receipt" shall mean one of the depositary receipts issued hereunder, whether in
definitive or temporary form.

"Record Holder" as applied to a Receipt shall mean the person in whose name a
Receipt is registered on the books of the Depositary maintained for such
purpose.

"Registrar" shall mean any bank or trust company which shall be appointed
pursuant to Section 7.05 to register ownership and transfers of Receipts as
herein provided.

"Stock" shall mean shares of the Company's [insert designation of preferred
stock], [$__] par value per share (stated value $______ per share).

"Transfer Agent" shall be as defined in Section 7.05.


                                       1
<PAGE>

                                   ARTICLE II
                FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND
            DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS

SECTION 2.01. Form and Transfer of Receipts. Definitive Receipts shall be
[engraved or printed or lithographed on steel-engraved borders and shall be]
substantially in the form set forth in Exhibit A annexed to this Deposit
Agreement, with appropriate insertions, modifications and omissions, as
hereinafter provided. [Pending the preparation of definitive Receipts, the
Depositary, upon the written order of the Company or any holder of Stock, as the
case may be, delivered in compliance with Section 2.02, shall execute and
deliver temporary Receipts which are printed, lithographed, typewritten,
mimeographed or otherwise substantially of the tenor of the definitive Receipts
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the persons executing such
Receipts may determine, as evidenced by their execution of such Receipts. If
temporary Receipts are issued, the Company and the Depositary will cause
definitive Receipts to be prepared without unreasonable delay. After the
preparation of definitive Receipts, the temporary Receipts shall be exchangeable
for definitive Receipts upon surrender of the temporary Receipts at any office
described in the third paragraph of Section 2.02, without charge to the holder.
Upon surrender for cancellation of any one or more temporary Receipts, the
Depositary shall execute and deliver in exchange therefor definitive Receipts
representing the same number of Depositary Shares as represented by the
surrendered temporary Receipt or Receipts. Such exchange shall be made at the
Company's expense and without any charge therefor. Until so exchanged, the
temporary Receipts shall in all respects be entitled to the same benefits under
this Agreement, and with respect to the Stock, as definitive Receipts.]

Receipts shall be executed by the Depositary by the manual signature of a duly
authorized officer of the Depositary; provided, that such signature may be a
facsimile if a Registrar for the Receipts (other than the Depositary) shall have
been appointed and such Receipts are countersigned by manual signature of a duly
authorized officer of the Registrar. No Receipt shall be entitled to any
benefits under this Deposit Agreement or be valid or obligatory for any purpose
unless it shall have been executed manually by a duly authorized officer of the
Depositary or, if a Registrar for the Receipts (other than the Depositary) shall
have been appointed, by manual or facsimile signature of a duly authorized
officer of the Depositary and countersigned manually by a duly authorized
officer of such Registrar. The Depositary shall record on its books each Receipt
so signed and delivered as hereinafter provided. Receipts shall be in
denominations of any number of whole Depositary Shares.

Receipts may be endorsed with or have incorporated in the text thereof such
legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Depositary or required to comply
with any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange upon which the Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject.

Title to Depositary Shares evidenced by a Receipt which is properly endorsed, or
accompanied by a properly executed instrument of transfer, shall be transferable
by delivery with the same effect as in the case of a negotiable instrument;
provided, however, that until transfer of a Receipt shall be registered on the
books of the Depositary as provided in Section 2.04, the Depositary may,
notwithstanding any notice to the contrary, treat the record holder thereof at
such time as the absolute owner thereof for the purpose of determining the
person entitled to distributions of dividends or other distributions or to any
notice provided for in this Deposit Agreement and for all other purposes.

SECTION 2.02. Deposit of Stock; Execution and Delivery of Receipts in Respect
Thereof. Subject to the terms and conditions of this Deposit Agreement, the
Company or any holder of Stock may from time to time deposit shares of Stock by
delivery to the Depositary of a certificate or certificates representing the
Stock to be deposited, properly endorsed or accompanied, if required by the
Depositary, by a duly executed instrument of transfer or endorsement, in form
satisfactory to the Depositary, together with all such certifications as may be
required by the Depositary in accordance with the provisions of this Deposit
Agreement, and together with a written order of the Company or such holder, as
the case may be, directing the Depositary to execute and deliver to, or upon the
written order of, the person or persons stated in such order a Receipt or
Receipts for the number of Depositary Shares representing such deposited Stock.
Deposited Stock shall be held by the Depositary at the Depositary's Office or at
such other place or places as the Depositary shall determine.


                                       2
<PAGE>

Upon receipt by the Depositary of a certificate or certificates representing the
Stock to be deposited in accordance with the provisions of this Section,
together with the other documents required as above specified, and upon
recordation of such Stock on the books of the registrar for the Stock in the
name of the Depositary or its nominee, the Depositary, subject to the terms and
conditions of this Deposit Agreement, shall execute and deliver, to or upon the
order of the person or persons named in the written order delivered to the
Depositary referred to in the first paragraph of this Section, a Receipt or
Receipts for the number of Depositary Shares representing the Stock so deposited
and registered in such name or names as may be requested by such person or
persons.

The Depositary shall execute and deliver such Receipt or Receipts at the
Depositary's Office or such other offices, if any, as the Depositary may
designate. Delivery at other offices shall be at the risk and expense of the
person requesting such delivery.

SECTION 2.03. Redemption of Stock. Whenever the Company shall elect to redeem
shares of Stock in accordance with the provisions of the Certificate, it shall
(unless otherwise agreed in writing with the Depositary) give the Depositary not
less than 40 nor more than 70 days' notice of the date of such proposed
redemption of Stock, which notice shall be accompanied by a certificate from the
Company stating that such redemption of Stock is in accordance with the
provisions of the Certificate. Such notice, if given more than 60 days prior to
the redemption date, shall be in addition to the notice required to be given for
redemption pursuant to the Certificate. On the date of such redemption, provided
that the Company shall then have paid in full to the Depositary the redemption
price of the Stock held by the Depositary to be redeemed, plus any accrued and
unpaid dividends thereon, the Depositary shall redeem the number of Depositary
Shares representing such Stock. The Depositary shall mail notice of such
redemption and the proposed simultaneous redemption of the number of Depositary
Shares representing the Stock to be redeemed, first-class postage prepaid, not
less than 30 and not more than 60 days prior to the date fixed for redemption of
such Stock and Depositary Shares (the "Redemption Date"), to the record holders
of the Receipts evidencing the Depositary Shares to be so redeemed, at the
addresses of such holders as they appear on the records of the Depositary; but
neither failure to mail any such notice to one or more such holders nor any
defect in any notice to one or more such holders shall affect the sufficiency of
the proceedings for redemption as to other holders. Each such notice shall
state: (i) the Redemption Date; (ii) the number of Depositary Shares to be
redeemed and, if less than all the Depositary Shares held by any such holder are
to be redeemed, the number of such Depositary Shares held by such holder to be
so redeemed; (iii) the redemption price; (iv) the place or places where Receipts
evidencing Depositary Shares are to be surrendered for payment of the redemption
price; and (v) that dividends in respect of the Stock represented by the
Depositary Shares to be redeemed will cease to accumulate from and after such
Redemption Date. In case less than all the outstanding Depositary Shares are to
be redeemed, the Depositary Shares to be so redeemed shall be selected by lot or
pro rata (subject to rounding to avoid fractions of the Depositary Shares) as
may be determined by the Depositary to be equitable.

Notice having been mailed by the Depositary as aforesaid, from and after the
Redemption Date (unless the Company shall have failed to redeem the shares of
Stock to be redeemed by it as set forth in the Company's notice provided for in
the preceding paragraph) all dividends in respect of the shares of Stock so
called for redemption shall cease to accumulate, the Depositary Shares being
redeemed from such proceeds shall be deemed no longer to be outstanding, all
rights of the holders of Receipts evidencing such Depositary Shares (except the
right to receive the redemption price, including any accrued and unpaid
dividends thereon) shall, to the extent of such Depositary Shares, cease and
terminate and, upon surrender of the Receipts evidencing any such Depositary
Shares (properly endorsed or assigned for transfer, if the Depositary shall so
require) in accordance with such notice, such Depositary Shares shall be
redeemed by the Depositary at a redemption price per Depositary Share equal to
[insert fractional share] of the redemption price per share paid in respect of
the shares of Stock, plus accrued and unpaid dividends thereon to the date fixed
for redemption.

If less than all the Depositary Shares evidenced by a Receipt are called for
redemption, the Depositary will deliver to the holder of such Receipt upon its
surrender to the Depositary, together with the redemption payment, a new Receipt
evidencing the Depositary Shares evidenced by such prior Receipt and not called
for redemption.

SECTION 2.04. Registration of Transfer of Receipts. Subject to the terms and
conditions of this Deposit Agreement, the Depositary shall register on its books
from time to time transfers of Receipts upon any surrender thereof by the holder
in person or by duly authorized attorney, properly endorsed or accompanied by a
properly executed instrument of transfer. Thereupon, the Depositary and the
Registrar shall execute in accordance with Section 2.01 a


                                       3
<PAGE>

new Receipt or Receipts and deliver at the Depositary's Office or such other
offices, if any, as the Depositary may designate such new Receipt or Receipts to
or upon the order of the person or persons entitled thereto, including any
interests of the transferor if such transferor has not transferred all the
Depositary Shares evidenced by such Receipt or Receipts, and such new Receipt or
Receipts shall evidence the amount of Depositary Shares so transferred and the
amount of Depositary Shares retained by that transferor.

SECTION 2.05. Split-ups and Combinations of Receipts; Surrender of Receipts and
Withdrawal of Stock. Upon surrender of a Receipt or Receipts at the Depositary's
Office or at such other offices as it may designate for the purpose of effecting
a split-up or combination of such Receipt or Receipts, and subject to the terms
and conditions of this Deposit Agreement, the Depositary shall execute and
deliver a new Receipt or Receipts in the authorized denomination or
denominations requested, evidencing the aggregate number of Depositary Shares
evidenced by the Receipt or Receipts surrendered.

Any holder of a Receipt or Receipts representing any number of whole shares of
Stock may withdraw the Stock by surrendering such Receipt or Receipts, at the
Depositary's Office or at such other offices as the Depositary may designate for
such withdrawals. Thereafter, without unreasonable delay, the Depositary shall
deliver to such holder, or to the person or persons designated by such holder as
hereinafter provided, the number of whole shares of Stock represented by the
Receipt or Receipts so surrendered for withdrawal, but holders of such whole
shares of Stock will not thereafter be entitled to deposit such Stock hereunder
or to receive Depositary Shares therefor; provided, however, that a record
holder who withdraws Stock in order to demand appraisal rights available under
Delaware General Corporation Law (DGCL), will, subject to certain conditions
described below, be entitled to redeposit such Stock with the Depositary and to
receive Receipts evidencing Depositary Shares therefor in the event (i) such
record holder subsequently withdraws such demand for appraisal pursuant to
Section 262(e) of the DGCL, (ii) appraisal rights are not available for such
Stock pursuant to Section 262 of the DGCL or (iii) such record holder loses or
otherwise fails to perfect his rights to appraisal. In order to redeposit Stock
with the Depositary, such a record holder must deliver the certificates for such
Stock, properly endorsed or accompanied, if required by the Depositary, by a
duly executed instrument of transfer or endorsement, in form satisfactory to the
Depositary, together with instructions that such Stock be so deposited, to the
Depositary's office or to such other offices as the Depositary may designate by
not later than the 30th day after the earlier of (i) the withdrawal of such
demand for appraisal by such record holder, (ii) notice by the Company that
appraisal rights are not available for such Stock or (iii) the date on which
such record holder loses or otherwise fails to perfect his rights to appraisal.
The Company will notify any record holder of Receipts who so withdraws Stock in
the event appraisal rights in respect of Stock are not available. Any shares so
redeposited must be free and clear of any lien, security interest or pledge and
a holder may be required to provide certification of the foregoing and such
other certifications as may be required by the Depositary in accordance with
this Agreement. In addition, if required by the Depositary, Stock presented for
redeposit shall also be accompanied by (A) an agreement or assignment, or other
instrument satisfactory to the Depositary, which will provide for the prompt
transfer to the Depositary of any dividend or right to subscribe for additional
Stock or to receive other property which such record holder may thereafter
receive upon or in respect of such redeposited Stock, or in lieu thereof, such
agreement of indemnity or other agreement as shall be satisfactory to the
Depositary, and (B) a proxy or proxies entitling the Depositary to vote such
redeposited Stock for any and all purposes until the Stock is transferred and
recorded on the register of stockholders of the Company in the name of the
Depositary or its nominee. If a Receipt delivered by the holder to the
Depositary in connection with such withdrawal shall evidence a number of
Depositary Shares in excess of the number of Depositary Shares representing the
number of whole shares of Stock to be so withdrawn, the Depositary shall at the
same time, in addition to such number of whole shares of Stock to be so
withdrawn, deliver to such holder a new Receipt evidencing such excess number of
Depositary Shares. Delivery of the Stock being withdrawn may be made by the
delivery of such certificates, documents of title and other instruments as the
Depositary may deem appropriate.

If the Stock being withdrawn is to be delivered to a person or persons other
than the record holder of the Receipt or Receipts being surrendered for
withdrawal of Stock, such holder shall execute and deliver to the Depositary a
written order so directing the Depositary and the Depositary may require that
the Receipt or Receipts surrendered by such holder for withdrawal of such shares
of Stock be properly endorsed in blank or accompanied by a properly executed
instrument of transfer in blank.

Delivery of the Stock represented by Receipts surrendered for withdrawal shall
be made by the Depositary at the Depositary's office or at such other offices as
the Depositary may designate, except that, at the request, risk and


                                       4
<PAGE>

expense of the holder surrendering such Receipt or Receipts and for the account
of the holder thereof, such delivery may be made at such other place as may be
designated by such holder.

SECTION 2.06. Limitations on Execution and Delivery, Transfer, Surrender and
Exchange of Receipts. As a condition precedent to the execution and delivery,
registration of transfer, split-up, combination, surrender or exchange of any
Receipt, the Depositary, any of the Depositary's Agents or the Company may
require (a) payment to it of a sum sufficient for the payment (or, in the event
that the Depositary or the Company shall have made such payment, the
reimbursement to it) of any charges or expenses payable by the holder of a
Receipt pursuant to Section 5.07, (b) the production of evidence satisfactory to
it as to the identity and genuineness of any signature and (c) compliance with
such regulations, if any, as the Depositary or the Company may establish
consistent with the provisions of this Deposit Agreement.

The deposit of Stock may be refused, the delivery of Receipts against Stock may
be suspended, the registration of transfer of Receipts may be refused and the
registration of transfer, surrender or exchange of outstanding Receipts may be
suspended (i) during any period when the register of stockholders of the Company
is closed or (ii) if any such action is deemed necessary or advisable by the
Depositary, any Depositary's Agents or the Company, at any time or from time to
time, because of any requirement of law or of any government or governmental
body or commission or under any provision of this Deposit Agreement.

SECTION 2.07. Lost Receipts, etc. In case any Receipt shall be mutilated,
destroyed, lost or stolen, the Depositary in its discretion may execute and
deliver a Receipt of like form and tenor in exchange and substitution for such
mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or
stolen Receipt, upon (i) the filing by the holder thereof with the Depositary of
evidence satisfactory to the Depositary of such destruction or loss or theft of
such Receipt, of the authenticity thereof and of his or her ownership thereof
and (ii) the furnishing of the Depositary with reasonable indemnification
satisfactory to it.

SECTION 2.08. Cancellation and Destruction of Surrendered Receipts. All Receipts
surrendered to the Depositary or any Depositary's Agent shall be canceled by the
Depositary. Except as prohibited by applicable law or regulation, the Depositary
is authorized to destroy all Receipts so canceled.

                                   ARTICLE III
           CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

SECTION 3.01. Filing Proofs, Certificates and Other Information. Any holder of a
Receipt may be required from time to time to file such proof of residence, or
other matters or other information, to execute such certificates and to make
such representations and warranties as the Depositary or the Company may
reasonably deem necessary or proper. The Depositary or the Company may withhold
the delivery, or delay the registration of transfer, redemption or exchange, of
any Receipt or the withdrawal of the Stock represented by the Depositary Shares
evidenced by any Receipt or the distribution of any dividend or other
distribution or the sale of any rights or of the proceeds thereof until such
proof or other information is filed or such certificates are executed or such
representations and warranties are made.

SECTION 3.02. Payment of Taxes or Other Governmental Charges. Holders of
Receipts shall be obligated to make payments to the Depositary of certain
charges and expenses, as provided in Section 5.07. Registration of transfer of
any Receipt or any withdrawal of Stock represented by the Depositary Shares
evidenced by such Receipt may be refused until any such payment due is made, and
any dividends, interest payments or other distributions may be withheld or any
part of or all the Stock or other property represented by the Depositary Shares
evidenced by such Receipt and not theretofore sold may be sold for the account
of the holder thereof (after attempting by reasonable means to notify such
holder prior to such sale), and such dividends, interest payments or other
distributions or the proceeds of any such sale may be applied to any payment of
such charges or expenses, the holder of such Receipt remaining liable for any
deficiency.

SECTION 3.03. Warranty as to Stock. The Company hereby represents and warrants
that the Stock, when issued, will be validly issued, fully paid and
nonassessable. Such representation and warranty shall survive the deposit of the
Stock and the issuance of Receipts.


                                       5
<PAGE>

                                   ARTICLE IV
                        THE DEPOSITED SECURITIES; NOTICES

SECTION 4.01. Cash Distributions. Whenever the Depositary shall receive any cash
dividend or other cash distribution on Stock, the Depositary shall, subject to
Sections 3.01 and 3.02, distribute to record holders of Receipts on the
applicable record date fixed pursuant to Section 4.04 such amounts of such
dividend or distribution as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders; provided, however, that in case the Company or the Depositary shall be
required to withhold and shall withhold from any cash dividend or other cash
distribution in respect of the Stock an amount on account of taxes, the amount
made available for distribution or distributed in respect of Depositary Shares
shall be reduced accordingly. The Depositary shall distribute or make available
for distribution, as the case may be, only such amount, however, as can be
distributed without attributing to any holder of Depositary Shares a fraction of
one cent, and any balance not so distributable shall be held by the Depositary
(without liability for interest thereon) and shall be added to and be treated as
part of the next sum received by the Depositary for distribution to record
holders of Receipts then outstanding.

SECTION 4.02. Distributions Other than Cash, Rights, Preferences or Privileges.
Whenever the Depositary shall receive any distribution other than cash and other
than any rights, preferences or privileges described in Section 4.03, upon
Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to
record holders of Receipts on the applicable record date fixed pursuant to
Section 4.04 such amounts of the securities or property received by it as are,
as nearly as practicable, in proportion to the respective numbers of Depositary
Shares evidenced by the Receipts held by such record holders, in any manner that
the Depositary may deem equitable and practicable for accomplishing such
distribution. If in the opinion of the Depositary such distribution cannot be
made proportionately among such record holders, or if for any other reason
(including any requirement that the Company or the Depositary withhold an amount
on account of taxes) the Depositary deems, after consultation with the Company,
such distribution not to be feasible, the Depositary may, with the approval of
the Company, adopt such method as it deems equitable and practicable for the
purpose of effecting such distribution, including the sale (at public or private
sale) of the securities or property thus received, or any part thereof, at such
place or places and upon such terms as it may deem proper. The net proceeds of
any such sale shall be, subject to Sections 3.01 and 3.02, distributed or made
available for distribution, as the case may be, by the Depositary to record
holders of Receipts as provided by Section 4.01 in the case of a distribution
received in cash.

The Depositary shall not make any distribution of securities received in respect
of the Stock unless the Company shall have provided an opinion of counsel
stating that such securities have been registered under the Securities Act of
1933 or do not need to be so registered.

SECTION 4.03. Subscription Rights, Preferences or Privileges. If the Company
shall at any time offer or cause to be offered to the persons in whose names
Stock is recorded on the books of the Company any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights, preferences or
privileges shall in each such instance be made available by the Depositary to
the record holders of Receipts in such manner as the Depositary may determine,
either by the issue to such record holders of warrants representing such rights,
preferences or privileges or by such other method as may be approved by the
Depositary in its discretion with the approval of the Company; provided,
however, that in case either (i) the Depositary determines that it is not lawful
or (after consultation with the Company) not feasible to make such rights,
preferences or privileges available to holders of Receipts by the issue of
warrants or otherwise, or (ii) with respect to any portion of the rights,
preferences or privileges of a holder of Receipts, the Depositary is instructed
that such holder does not desire to exercise such rights, preferences or
privileges, then the Depositary, in its discretion (with the approval of the
Company, in any case where the Depositary has determined that it is not feasible
to make such rights, preferences or privileges available), may (if applicable
laws and the terms of such rights, preferences or privileges permit such
transfer) sell such rights, preferences or privileges at public or private sale,
at such place or places and upon such terms as it may deem proper. The net
proceeds of any such sale shall be, subject to Sections 3.01 and 3.02,
distributed by the Depositary to the record holders of Receipts entitled thereto
as provided by Section 4.01 in the case of a distribution received in cash. The
Depositary shall not make any distribution of any such rights, preferences or
privileges unless the Company shall have provided an opinion of counsel stating
that such rights, preferences or privileges have been registered under the
Securities Act of 1933 or do not need to be so registered.


                                       6
<PAGE>

If registration under the Securities Act of 1933, as amended, of the securities
to which any rights, preferences or privileges relate is required in order for
holders of Receipts to be offered or sold the securities to which such rights,
preferences or privileges relate, the Company agrees with the Depositary that it
will file promptly a registration statement pursuant to such Act with respect to
such rights, preferences or privileges and securities and use its best efforts
and take all steps available to it to cause such registration statement to
become effective sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to exercise such rights,
preferences or privileges. In no event shall the Depositary make available to
the holders of Receipts any right, preference or privilege to subscribe for or
to purchase any securities unless and until such a registration statement shall
have become effective, or unless the offering and sale of such securities to
such holders are exempt from registration under the provisions of such Act. If
any other action under the laws of any jurisdiction or any governmental or
administrative authorization, consent or permit is required in order for such
rights, preferences or privileges to be made available to holders of Receipts,
the Company agrees with the Depositary that the Company will use its best
efforts to take such action or obtain such authorization, consent or permit
sufficiently in advance of the expiration of such rights, preferences or
privileges to enable such holders to exercise such rights, preferences or
privileges.

SECTION 4.04. Notice of Dividends, etc.; Fixing of Record Date for Holders of
Receipts. Whenever any cash dividend or other cash distribution shall become
payable or any distribution other than cash shall be made, or if rights,
preferences or privileges shall at any time be offered, with respect to Stock,
or whenever the Depositary shall receive notice of any meeting at which record
holders of Stock are entitled to vote or of which holders of Stock are entitled
to notice, or whenever the Depositary and the Company shall decide it is
appropriate, the Depositary shall in each such instance fix a record date (which
shall be the same date as the record date fixed by the Company with respect to
the Stock) for the determination of the record holders of Receipts who shall be
entitled to receive such dividend, distribution, rights, preferences or
privileges or the net proceeds of the sale thereof, or to give instructions for
the exercise of voting rights at any such meeting, or who shall be entitled to
notice of such meeting or for any other appropriate reasons.

SECTION 4.05. Voting Rights. Upon receipt of notice of any meeting at which the
record holders of Stock are entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of Receipts a notice which
shall contain (i) such information as is contained in such notice of meeting and
(ii) a statement that the record holders may, subject to any applicable
restrictions, instruct the Depositary as to the exercise of the voting rights
pertaining to the amount of Stock represented by their respective Depositary
Shares (including an express indication that instructions may be given to the
Depositary to give a discretionary proxy to a person designated by the Company)
and a brief statement as to the manner in which such instructions may be given.
Upon the written request of the record holders of Receipts on the relevant
record date, the Depositary shall endeavor insofar as practicable to vote or
cause to be voted, in accordance with the instructions set forth in such
requests, the maximum number of whole shares of Stock represented by the
Depositary Shares evidenced by all Receipts as to which any particular voting
instructions are received. The Company hereby agrees to take all action which
may be deemed necessary by the Depositary in order to enable the Depositary to
vote such Stock or cause such Stock to be voted. In the absence of specific
instructions from the record holder of a Receipt, the Depositary will abstain
from voting (but, at its discretion, not from appearing at any meeting with
respect to such Stock unless directed to the contrary by the holders of all the
Receipts) to the extent of the Stock represented by the Depositary Shares
evidenced by such Receipt.

SECTION 4.06. Changes Affecting Deposited Securities and Reclassifications,
Recapitalizations, etc. Upon any change in par or stated value, split-up,
combination or any other reclassification of the Stock, or upon any
recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party, the Depositary may in its
discretion with the approval of, and shall upon the instructions of, the
Company, and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments as are certified by the Company in (x) the
fraction of an interest represented by one Depositary Share in one share of
Stock and (y) the ratio of the redemption price per Depositary Share to the
redemption price of a share of Stock, in each case as may be necessary fully to
reflect the effects of such change in par or stated value, split-up, combination
or other reclassification of Stock, or of such recapitalization, reorganization,
merger, amalgamation or consolidation and (ii) treat any securities which shall
be received by the Depositary in exchange for or upon conversion of or in
respect of the Stock as new deposited securities so received in exchange for or
upon conversion or in respect of such Stock. In any such case the Depositary may
in its discretion, with the approval of the Company, execute and deliver
additional


                                       7
<PAGE>

Receipts, or may call for the surrender of all outstanding Receipts to be
exchanged for new Receipts specifically describing such new deposited
securities.

SECTION 4.07. Inspection of Reports. The Depositary shall make available for
inspection by record holders of Receipts at the Depositary's Office, and at such
other places as it may from time to time deem advisable, any reports and
communications received from the Company which are received by the Depositary as
the holder of Stock.

SECTION 4.08. Lists of Record Holders of Receipts. Promptly upon request from
time to time by the Company, the Depositary shall furnish to it a list, as of a
recent date, of the names, addresses and holdings of Depositary Shares of all
persons in whose names Receipts are registered on the books of the Depositary.

                                   ARTICLE V.
     THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY

SECTION 5.01. Maintenance of Offices, Agencies and Transfer Books by the
Depositary; Registrar. The Depositary shall maintain at the Depositary's Office
facilities for the execution, delivery, registration and registration of
transfer, surrender and exchange of Receipts, and at the offices of the
Depositary's Agents, if any, facilities for the delivery, registration of
transfer, surrender and exchange of Receipts, all in accordance with the
provisions of this Deposit Agreement.

The Depositary shall keep books at the Depositary's Office for the registration
and registration of transfer of Receipts, which books at all reasonable times
shall be open for inspection by the record holders of Receipts; provided, that
any such holder requesting to exercise such right shall certify to the
Depositary that such inspection shall be for a proper purpose reasonably related
to such person's interest as an owner of Depositary Shares evidenced by the
Receipts.

The Depositary may close such books, at any time or from time to time, when
deemed expedient by it in connection with the performance of its duties
hereunder.

The Depositary may, with the approval of the Company, appoint a Registrar for
registration of the Receipts or the Depositary Shares evidenced thereby. If the
Receipts or the Depositary Shares evidenced thereby or the Stock represented by
such Depositary Shares shall be listed on the New York Stock Exchange, the
Depositary will appoint a Registrar (acceptable to the Company) for registration
of such Receipts or Depositary Shares in accordance with any requirements of
such Exchange. Such Registrar (which may be the Depositary if so permitted by
the requirements of such Exchange) may be removed and a substitute registrar
appointed by the Depositary upon the request or with the approval of the
Company. If the Receipts, such Depositary Shares or such Stock are listed on one
or more other stock exchanges, the Depositary will, at the request of the
Company, arrange such facilities for the delivery, registration, registration of
transfer, surrender and exchange of such Receipts, such Depositary Shares or
such Stock as may be required by law or applicable stock exchange regulation.

SECTION 5.02. Prevention of or Delay in Performance by the Depositary, the
Depositary's Agents, the Registrar, the Transfer Agent or the Company. Neither
the Depositary nor any Depositary's Agent nor any Registrar nor any Transfer
Agent nor the Company shall incur any liability to any holder of any Receipt if
by reason of any provision of any present or future law, or regulation
thereunder, of the United States of America or of any other governmental
authority or, in the case of the Depositary, the Depositary's Agent or the
Registrar, by reason of any provision, present or future, of the Company's
Certificate of Incorporation (including the Certificate) or by reason of any act
of God or war or other circumstance beyond the control of the relevant party,
the Depositary, the Depositary's Agent, the Registrar, the Transfer Agent or the
Company shall be prevented or forbidden from, or subjected to any penalty on
account of, doing or performing any act or thing which the terms of this Deposit
Agreement provide shall be done or performed; nor shall the Depositary, any
Depositary's Agent, any Registrar, any Transfer Agent or the Company incur any
liability to any holder of a Receipt (i) by reason of any nonperformance or
delay, caused as aforesaid, in the performance of any act or thing which the
terms of this Deposit Agreement provide shall or may be done or performed, or
(ii) by reason of any exercise of, or failure to exercise, any discretion
provided for in this Deposit Agreement except, in case of any such exercise or
failure to exercise discretion not caused as aforesaid, if caused by the
negligence or willful misconduct of the party charged with such exercise or
failure to exercise.


                                       8
<PAGE>

SECTION 5.03. Obligations of the Depositary, the Depositary's Agents, the
Registrar, the Transfer Agent and the Company. Neither the Depositary nor any
Depositary's Agent nor any Registrar nor any Transfer Agent nor the Company
assumes any obligation or shall be subject to any liability under this Deposit
Agreement to holders of Receipts other than for its gross negligence or willful
misconduct.

Neither the Depositary nor any Depositary's Agent nor any Registrar nor any
Transfer Agent nor the Company shall be under any obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of the
Stock, the Depositary Shares or the Receipts which in its opinion may involve it
in expense or liability unless indemnity satisfactory to it against all expense
and liability be furnished as often as may be required.

Neither the Depositary nor any Depositary's Agent nor any Registrar nor any
Transfer Agent nor the Company shall be liable for any action or any failure to
act by it in reliance upon the written advice of legal counsel or accountants,
or information from any person presenting Stock for deposit, any holder of a
Receipt or any other person believed by it in good faith to be competent to give
such information. The Depositary, any Depositary's Agent, any Registrar, any
Transfer Agent and the Company may each rely and shall each be protected in
acting upon any written notice, request, direction or other document believed by
it to be genuine and to have been signed or presented by the proper party or
parties.

The Depositary and any Depositary's Agent shall not be responsible for any
failure to carry out any instruction to vote any of the shares of Stock or for
the manner or effect of any such vote made, as long as any such action or
non-action is in good faith. The Depositary undertakes, and any Registrar and
Transfer Agent shall be required to undertake, to perform such duties and only
such duties as are specifically set forth in this Agreement, and no implied
covenants or obligations shall be read into this Agreement against the
Depositary, any Registrar or any Transfer Agent. The Depositary will indemnify
the Company against any liability which may arise out of acts performed or
omitted by the Depositary or its agents due to its or their negligence or bad
faith. The Depositary, the Depositary's Agents, any Registrar and any Transfer
Agent may own and deal in any class of securities of the Company and its
affiliates and in Receipts. The Depositary may also act as transfer agent or
registrar of any of the securities of the Company and its affiliates.

SECTION 5.04. Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by notice of its election to do so delivered to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Company by notice of such
removal delivered to the Depositary, such removal to take effect upon the
appointment of a successor Depositary and its acceptance of such appointment as
hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or be removed,
the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$50,000,000. If no successor Depositary shall have been so appointed and have
accepted appointment within 60 days after delivery of such notice, the resigning
or removed Depositary may petition any court of competent jurisdiction for the
appointment of a successor Depositary. Every successor Depositary shall execute
and deliver to its predecessor and to the Company an instrument in writing
accepting its appointment hereunder, and thereupon such successor Depositary,
without any further act or deed, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor and for all purposes shall be
the Depositary under this Deposit Agreement, and such predecessor, upon payment
of all sums due it and on the written request of the Company, shall execute and
deliver an instrument transferring to such successor all rights and powers of
such predecessor hereunder, shall duly assign, transfer and deliver all right,
title and interest in the Stock to such successor, and shall deliver to such
successor a list of the record holders of all outstanding Receipts. Any
successor Depositary shall promptly mail notice of its appointment to the record
holders of Receipts.

Any corporation into or with which the Depositary may be merged, consolidated or
converted shall be the successor of such Depositary without the execution or
filing of any document or any further act, and notice thereof shall not be


                                       9
<PAGE>

required hereunder. Such successor Depositary may authenticate the Receipts in
the name of the predecessor Depositary or in the name of the successor
Depositary.

SECTION 5.05. Corporate Notices and Reports. The Company agrees that it will
transmit to the record holders of Receipts, in each case at the addresses
furnished to it pursuant to Section 4.08, all notices and reports (including
without limitation financial statements) required by law, by the rules of any
national securities exchange upon which the Stock, the Depositary Shares or the
Receipts are listed or by the Company's Certificate of Incorporation (including
the Certificate) to be furnished by the Company to holders of Stock. Such
transmission will be at the Company's expense.

SECTION 5.06. Indemnification by the Company. The Company shall indemnify the
Depositary, any Depositary's Agent, any Registrar and any Transfer Agent
against, and hold each of them harmless from, any loss, liability or expense
(including the costs and expenses of defending itself) which may arise out of
(a) acts performed or omitted in connection with this Agreement and the Receipts
by (i) the Depositary, any Registrar, any Transfer Agent or any of their
respective agents (including any Depositary's Agent), except for any liability
arising out of negligence or bad faith on the respective parts of any such
person or persons, or (ii) the Company or any of its agents, or (b) the offer,
sale or registration of the Receipts or the Stock pursuant to the provisions
hereof. The obligations of the Company set forth in this Section 5.06 shall
survive any succession of any Depositary, Registrar, Transfer Agent or
Depositary's Agent.

SECTION 5.07. Charges and Expenses. The Company shall pay all transfer and other
taxes and governmental charges arising solely from the existence of the
depositary arrangements. The Company shall pay all charges of the Depositary in
connection with the initial deposit of the Stock and the initial issuance of the
Depositary Shares and any redemption of the Stock at the option of the Company.
All other transfer and other taxes and governmental charges and fees for the
withdrawal of Stock upon surrender of Receipts shall be at the expense of
holders of Depositary Shares. The Depositary's fee for the withdrawal of Stock
shall be at the rate of $_____ per 100 Depositary Receipts. If, at the request
of a holder of Receipts, the Depositary incurs charges or expenses for which it
is not otherwise liable hereunder, such holder will be liable for such charges
and expenses. All other charges and expenses of the Depositary and any
Depositary's Agent hereunder and of any Registrar and Transfer Agent (including,
in each case, fees and expenses of counsel) incident to the performance of their
respective obligations hereunder will be paid upon consultation and agreement
between the Depositary and the Company as to the amount and nature of such
charges and expenses. The Depositary shall present its statement for charges and
expenses to the Company once every three months or at such other intervals as
the Company and the Depositary may agree.

                                   ARTICLE VI
                            AMENDMENT AND TERMINATION

SECTION 6.01. Amendment. The form of the Receipts and any provisions of this
Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary in any respect which they may deem
necessary or desirable; provided, however, that no such amendment (other than
any change in the fees of any Depositary, Registrar or Transfer Agent, which
shall go into effect not sooner than three months after notice thereof to the
record holders of the Receipts) which shall materially and adversely alter the
rights of the holders of Receipts shall be effective unless such amendment shall
have been approved by the record holders of at least a majority of the
Depositary Shares then outstanding. Every holder of an outstanding Receipt at
the time any such amendment becomes effective shall be deemed, by continuing to
hold such Receipt, to consent and agree to such amendment and to be bound by the
Deposit Agreement as amended thereby.

SECTION 6.02. Termination. This Agreement may be terminated by the Company or
the Depositary only after (i) all outstanding Depositary Shares shall have been
redeemed pursuant to Section 2.03 or (ii) there shall have been made a final
distribution in respect of the Stock in connection with any liquidation,
dissolution or winding up of the Company and such distribution shall have been
distributed to the holders of Depositary Shares pursuant to Section 4.01 or
4.02, as applicable.

Upon the termination of this Deposit Agreement, the Company shall be discharged
from all obligations under this Deposit Agreement except for its obligations to
the Depositary, any Depositary's Agent, any Registrar and any Transfer Agent
under Sections 5.06 and 5.07.


                                       10
<PAGE>

                                   ARTICLE VII
                                  MISCELLANEOUS

SECTION 7.01. Counterparts. This Deposit Agreement may be executed in any number
of counterparts, and by each of the parties hereto on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed an
original, but all such counterparts taken together shall constitute one and the
same instrument.

SECTION 7.02. Exclusive Benefit of Parties. This Deposit Agreement is for the
exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.

SECTION 7.03. Invalidity of Provisions. In case any one or more of the
provisions contained in this Deposit Agreement or in the Receipts should be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein or therein shall
in no way be affected, prejudiced or disturbed thereby.

SECTION 7.04. Notices. Any and all notices to be given to the Company hereunder
or under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail or telegram or facsimile confirmed
by letter, addressed to the Company at 50 West San Fernando Street, San Jose,
California 95113; facsimile: (408)995-0505, to the attention of the Lisa M.
Bodensteiner, Esq., or at any other address of which the Company shall have
notified the Depositary in writing.

Any and all notices to be given to the Depositary hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telegram or facsimile confirmed by
letter, addressed to the Depositary at the Depositary's Office, at
________________ or at any other address of which the Depositary shall have
notified the Company in writing.

Any and all notices to be given to any record holder of a Receipt hereunder or
under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail or by telegram or facsimile
confirmed by letter, addressed to such record holder at the address of such
record holder as it appears on the books of the Depositary, or if such holder
shall have filed with the Depositary a written request that notices intended for
such holder be mailed to some other address, at the address designated in such
request.

Delivery of a notice sent by mail or by telegram or facsimile shall be deemed to
be effected at the time when a duly addressed letter containing the same (or a
confirmation thereof in the case of a telegram or facsimile message) is
deposited, postage prepaid, in a post office letter box. The Depositary or the
Company may, however, act upon any telegram or facsimile message received by it
from the other or from any holder of a Receipt, notwithstanding that such
telegram or facsimile message shall not subsequently be confirmed by letter or
as aforesaid.

SECTION 7.05. Depositary's Agents. Except as otherwise set forth herein, the
Depositary may from time to time appoint Depositary's Agents to act in any
respect for the Depositary for the purposes of this Deposit Agreement and may at
any time appoint additional Depositary's Agents and vary or terminate the
appointment of such Depositary's Agents. The Depositary will notify the Company
of any such action.

The Company has authorized the appointment of, and has requested the Depositary
to appoint hereunder, __________________ as transfer agent (the "Transfer
Agent") for the Depositary Shares. The Depositary hereby appoints _________ as
Transfer Agent and Registrar for the Depositary Shares and delegates to
_____________ the duties of the Depositary hereunder customarily performed by a
transfer agent, a registrar and a depositary. Without otherwise affecting the
liability of the Depositary hereunder, it is hereby agreed that if ___________
shall have agreed in writing to be bound by all the terms and conditions of this
Deposit Agreement and to assume the obligations of the Depositary hereunder to
be performed by it, then in no event shall the Depositary be liable for any acts
or omissions of ___________ as Transfer Agent, Registrar or Depositary's Agent
with respect to the Depositary Shares.


                                       11
<PAGE>

SECTION 7.06. Holders of Receipts Are Parties. The holders of Receipts from time
to time shall be parties to this Deposit Agreement and shall be bound by all of
the terms and conditions hereof and of the Receipts by acceptance of delivery
thereof.

SECTION 7.07. GOVERNING LAW. THIS DEPOSIT AGREEMENT AND THE RECEIPTS AND ALL
RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

SECTION 7.08. Inspection of Deposit Agreement. Copies of this Deposit Agreement
shall be filed with the Depositary and the Depositary's Agents and shall be open
to inspection during business hours at the Depositary's office and the
respective offices of the Depositary's Agents, if any, by any holder of a
Receipt.

SECTION 7.09. Headings. The headings of articles and sections in this Deposit
Agreement and in the form of the Receipt set forth in Exhibit A hereto have been
inserted for convenience only and are not to be regarded as a part of this
Deposit Agreement or the Receipts or to have any bearing upon the meaning or
interpretation of any provision contained herein or in the Receipts.

IN WITNESS WHEREOF, the Company and the Depositary have duly executed this
Agreement as of the day and year first above set forth, and all holders of
Receipts shall become parties hereto by and upon acceptance by them of delivery
of Receipts issued in accordance with the terms hereof.


                                         CALPINE CORPORATION

                                         By:____________________________

                                         Title: ________________________

                                         [____________________________,]
                                                  as Depositary,

                                         By:____________________________

                                         Title:_________________________



                                       12
<PAGE>

                         EXHIBIT A TO DEPOSIT AGREEMENT

                      [FORM OF FACE OF DEPOSITARY RECEIPT]

Number: [# of Depositary Shares]
CUSIP:

            CERTIFICATE FOR NOT MORE THAN ________ DEPOSITARY SHARES

                    DEPOSITARY RECEIPT FOR DEPOSITARY SHARES
                    REPRESENTING [INSERT PREFERRED STOCK] OF

                               CALPINE CORPORATION
             (Incorporated Under the Laws of the State of Delaware)

[_____________], as Depositary (the Depositary), hereby certifies that
[__________________________________________________________] is the registered
owner of [___________________] Depositary Shares ("Depositary Shares"), each
Depositary Share representing [insert fractional share] of one share of [insert
series of preferred stock] (the "Stock") of [Calpine Corporation], a Delaware
corporation (the "Company"), on deposit with the Depositary, subject to the
terms and entitled to the benefits of the Deposit Agreement, dated as of
[__________] (the "Deposit Agreement"), between the Company and the Depositary.
By accepting this Depositary Receipt, the holder hereof becomes a party to and
agrees to be bound by all the terms and conditions of the Deposit Agreement.
This Depositary Receipt shall not be valid or obligatory for any purpose or
entitled to any benefits under the Deposit Agreement unless it shall have been
executed by the Depositary by the manual signature of a duly authorized officer
or, if executed in facsimile by the Depositary, countersigned by a Registrar in
respect of the Depositary Receipts by the manual signature of a duly authorized
officer thereof.

Dated:                                    Countersigned and Registered


_______________________________           _________________________________
Depositary                                Transfer Agent and Registrar

By:____________________________           By:______________________________
     Authorized Officer                        Authorized Officer



                                      A-1
<PAGE>

                     [FORM OF REVERSE OF DEPOSITARY RECEIPT]

The following summary of certain provisions of the Deposit Agreement is subject
to the detailed provisions thereof, to which reference is hereby made.

1. Redemption. Whenever the Company shall be permitted and shall elect, under
the Certificate of Designation relating to the Stock (the "Certificate"), to
redeem shares of the Stock, it shall give the Depositary notice thereof. The
Depositary shall mail notice of such redemption and the simultaneous redemption
of the corresponding Depositary Shares not less than 30 and not more than 60
days prior to the date fixed for redemption to the holders of record of Receipts
representing the number of Depositary Shares to be redeemed. Each such notice
shall state: (a) the date of such proposed redemption; (b) the number of
Depositary Shares to be redeemed; (c) the redemption price (which shall include
full cumulative dividends thereon the redemption date); (d) the place or places
where Receipts evidencing Depositary Shares are to be surrendered for payment of
the redemption price; and (e) that dividends in respect of the Stock represented
by the Depositary Shares to be redeemed will cease to accumulate from and after
such redemption date. In case less than all the outstanding Depositary Shares
are to be redeemed, the Depositary Shares to be so redeemed shall be selected by
lot or pro rata as may be determined by the Depositary to be equitable. From and
after the date set for redemption, all dividends in respect of the Depositary
Shares so called for redemption shall cease to accrue, such Depositary Shares
shall no longer be deemed outstanding and all rights of the holders of Receipts
representing such Depositary Shares (except the right to receive the redemption
price) shall cease and terminate. From and after the redemption date, upon
surrender in accordance with the redemption notice of the Receipts representing
any such Depositary Shares (properly endorsed or assigned for transfer, if the
Depositary shall so require), such Depositary Shares shall be redeemed by the
Depositary at the redemption price per share equal to [insert fractional share]
of the redemption price per share paid in respect of the shares of Stock plus
any money or other property represented thereby.

2. Transfer, Split-ups, Combinations. This Receipt is transferable on the books
of the Depositary upon surrender of this Receipt to the Depositary, properly
endorsed or accompanied by a properly executed instrument of transfer, and upon
such transfer the Depositary shall execute a new Receipt to or upon the order of
the person entitled thereto, as provided in the Deposit Agreement. This Receipt
may be split into other Receipts or combined with other Receipts into one
Receipt, representing the same aggregate number of Depositary Shares as the
Receipt or Receipts surrendered.

3. Suspension of Delivery, Transfer, etc. The transfer or surrender of this
Receipt may be suspended during any period when the register of stockholders of
the Company is closed or if any such action is deemed necessary or advisable by
the Depositary, any agent of the Depositary, or the Company at any time or from
time to time because of any requirement of law or of any government or
governmental body or commission, or under any provision of the Deposit
Agreement.

4. Payment of Taxes or Other Governmental Charges. If any tax or other
governmental charge shall become payable by or on behalf of the Depositary with
respect to this Receipt, such tax (including transfer taxes, if any) or
governmental charge shall be payable by the holder hereof. Transfer of this
Receipt may be refused until such payment is made, and any dividends, interest
payments or other distributions may be withheld or any part of or all the Stock
or other property represented by this Receipt and not theretofore sold may be
sold for the account of the holder thereof (after attempting by reasonable means
to notify such holder prior to such sale), and such dividends, interest payments
or other distributions or the proceeds of any such sale may be applied to any
payment of such tax or charge, the holder of this Receipt remaining liable for
any deficiency.

5. Warranty by Company. The Company has warranted that the Stock, when issued,
will be validly issued, fully paid and nonassessable.

6. Amendment. The form of the Receipts and any provisions of the Deposit
Agreement may at any time and from time to time be amended by agreement between
the Company and the Depositary in any respect which they may deem necessary or
desirable; provided, however, that no such amendment which shall materially and
adversely alter the rights of the holders of Receipts shall be effective unless
such amendment shall have been approved by the


                                       A-2
<PAGE>

holders of at least a majority of the Depositary Shares then outstanding. A
holder of a Receipt at the time any such amendment so becomes effective shall be
deemed, by continuing to hold such Receipt, to consent and agree to such
amendment and to be bound by the Deposit Agreement as amended thereby.

7. Charges of Depositary. The Company will pay all transfer and other taxes and
governmental charges arising solely from the existence of the depositary
arrangements, and all charges of the Depositary in connection with the initial
deposit of the Stock and the initial issuance of the Depositary Shares and
redemption of the Stock at the option of the Company. All other transfer and
other taxes and other governmental charges shall be at the expense of holders of
Depositary Shares. All other charges and expenses of the Depositary and any
agent of the Depositary will be paid upon consultation and agreement between the
Depositary and the Company.

8. Title to Receipts. This Receipt (and the Depositary Shares evidenced hereby),
when properly endorsed or accompanied by a properly executed instrument of
transfer, is transferable by delivery with the same effect as in the case of a
negotiable instrument; provided, however, that until transfer of a Receipt shall
be registered on the books of the Depositary, the Depositary may,
notwithstanding any notice to the contrary, treat the record holder hereof at
such time as the absolute owner hereof for the purpose of determining the person
entitled to distributions of dividends or other distributions or to any notice
provided for in the Deposit Agreement, and for all other purposes.

9. Dividends and Distributions. Whenever the Depositary receives any cash
dividend or other cash distribution on the Stock, the Depositary will, subject
to the provisions of the Deposit Agreement, make such distribution to the
Receipt holders as nearly as practicable in proportion to the number of
Depositary Shares held by them; provided, however, that the amount distributed
will be reduced by any amounts required to be withheld by the Company or the
Depositary on account of taxes. Other distributions received on the Stock may be
distributed to holders of Receipts as provided in the Deposit Agreement.

10. Fixing of Record Date. Whenever any cash dividend or other cash distribution
shall become payable or any distribution other than cash shall be made, or if
rights, preferences or privileges shall at any time be offered, with respect to
Stock, or whenever the Depositary shall receive notice of any meeting at which
holders of Stock are entitled to vote or of which holders of Stock are entitled
to notice, the Depositary shall in each instance fix a record date (which shall
be the record date fixed by the Company with respect to the Stock), for the
determination of the holders of Receipts who shall be entitled to receive such
dividend, distribution, rights, preferences or privileges or the net proceeds of
the sale thereof, or to give instructions for the exercise of voting rights at
any such meeting, or who shall be entitled to notice of such meeting.

11. Voting Rights. Upon receipt of notice of any meeting at which holders of
Stock are entitled to vote, the Depositary shall, as soon as practicable
thereafter, mail to the record holders of Receipts a notice which shall contain
(i) such information as is contained in such notice of meeting and (ii) a
statement informing holders of Receipts that they may instruct the Depositary as
to the exercise of the voting rights pertaining to the amount of Stock
represented by their respective Depositary Shares and a brief statement as to
the manner in which such instructions may be given. Upon the written request of
a holder of a Receipt on such record date, the Depositary shall endeavor insofar
as practicable to vote or cause to be voted the amount of Stock represented by
such Receipt in accordance with the instructions set forth in such request. In
the absence of specific instructions from the holder of a Receipt, the
Depositary will abstain from voting (but, at its discretion, not from appearing
at any meeting with respect to such Stock unless directed to the contrary by the
holders of Receipts) to the extent of the Stock represented by the Depositary
Shares evidenced by such Receipt.

12. Changes Affecting Deposited Securities. Upon any change in par or stated
value, split-up, combination or any other reclassification of the Stock or upon
any recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party, or upon the sale of all or
substantially all of the Company's assets, the Depositary may in its discretion
with the approval of the Company, and in such manner as the Depositary may deem
equitable, (i) make such adjustments in (x) the fraction of an interest
represented by one Depositary Share in one share of Stock and (y) the ratio of
the redemption price of a share of Stock, in each case as may be necessary fully
to reflect the effect of such change and (ii) treat any securities which shall
be received by the Depositary in exchange for or upon conversion or in respect
of the Stock as new deposited securities so received in exchange for or upon
conversion or in respect of such Stock. In any such case the Depositary may in
its discretion, with the approval of the Company, execute and deliver additional
Receipts, or may call for the surrender of


                                       A-3
<PAGE>

outstanding Receipts to be exchanged for new Receipts specifically describing
such new deposited securities.

13. Liability and Obligations of the Depositary, the Depositary's Agents or the
Company. Neither the Depositary nor any Depositary's Agent nor any Registrar nor
the Company assumes any obligation or shall be subject to any liability under
this Deposit Agreement to any holder of any Receipt, other than for its gross
negligence or willful misconduct. Neither the Depositary nor any Depositary's
Agent nor any Registrar nor the Company shall incur any liability to any holder
of any Receipt if by reason of any provision of any present or future law or
regulation thereunder of the United States of America or any other governmental
authority or, in the case of the Depositary, the Depositary's Agent or the
Registrar, by reason of any provision, present or future, of the Company's
Certificate of Incorporation (including the Certificate) or by reason of any act
of God or war or other circumstance beyond their control, the Depositary, the
Depositary's Agent, the Registrar of the Company shall be prevented or forbidden
from doing or performing any act or thing which the terms of this Deposit
Agreement provide shall be done or performed; nor shall the Depositary, any
Depositary's Agent, any Registrar or the Company incur any liability to any
holder of a Receipt by reason of nonperformance or delay, caused as aforesaid,
in performance of any act or thing which by the terms of the Deposit Agreement
it is provided shall or may be done or performed, or by reason of any exercise
of, or failure to exercise, any discretion provided for in the Deposit
Agreement, other than for its gross negligence or willful misconduct. Neither
the Depositary nor any Depositary's Agent nor the Company assumes any obligation
or shall be subject to any liability under the Deposit Agreement to holders of
Receipts other than to use its best judgment and good faith in the performance
of such duties as are specifically set forth in the Deposit Agreement. Neither
the Depositary nor any Depositary's Agent nor any Registrar nor the Company
shall be under any obligation to appear in, prosecute or defend any action, suit
or other proceeding in respect of the Stock, the Depositary Shares or the
Receipts, which in its opinion may involve it in expense or liability, unless
indemnity satisfactory to it against all expense and liability be furnished. The
Deposit Agreement contains various other exculpatory, indemnification and
related provisions, to which reference is hereby made.

14. Resignation and Removal of Depositary. The Depositary may at any time (a)
resign by written notice of its election to do so delivered to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment, or (b) be removed by the Company upon
written notice to the Depositary effective upon the appointment of a successor
Depositary and its acceptance of such appointment.

15. Termination of Deposit Agreement. The Deposit Agreement may be terminated by
the Company or the Depositary only upon or after the occurrence of any of the
following events: (i) all outstanding Depositary Shares shall have been redeemed
or (ii) there shall have been made a final distribution in respect of the Stock
in connection with any liquidation, dissolution or winding up of the Company and
such distribution shall have been distributed to the holders of Receipts. Upon
the termination of the Deposit Agreement, the Company shall be discharged from
all obligations thereunder except for its obligations to the Depositary with
respect to indemnification, charges and expenses.

16. Governing Law. This Receipt and the Deposit Agreement and all rights
hereunder and thereunder and provisions hereof and thereof shall be governed by
and construed in accordance with the Laws of the State of New York.


                                       A-4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>12
<FILENAME>f78300orex12-1.txt
<DESCRIPTION>EXHIBIT 12.1
<TEXT>
<PAGE>
                                                                    EXHIBIT 12.1

<TABLE>
<CAPTION>
                                                                                                                   NINE MONTHS
                                                                     YEAR ENDED DECEMBER 31,                   ENDED SEPTEMBER 30,
                                                        1996       1997        1998        1999        2000            2001
                                                       ------     ------      ------     -------     -------         -------
<S>                                                    <C>        <C>         <C>        <C>         <C>             <C>
(IN THOUSANDS)
COMPUTATION OF EARNINGS:
Pretax income before adjustment for minority
interests in consolidated subsidiaries and
income or loss from equity investees                   14,023     38,281      36,106     140,454     618,298         842,289

Fixed Charges                                          50,374     78,039     109,021     165,354     349,006         527,928

Amortization of Capitalized Interest                     --         --           136         331         447           1,362

Distributed Income of Equity Investees                  1,274     21,042      27,717      43,318      29,979           3,596

Interest Capitalized                                     --       (6,200)     (7,000)    (47,300)   (206,973)       (341,267)

Minority interest in pretax income of subsidiaries
that have not incurred fixed charges                     --         --          --           265        (895)           --

Total Earnings                                         65,671    131,162     165,980     302,422     789,862       1,033,908

COMPUTATION OF FIXED CHARGES:
Interest expensed and capitalized                      46,996     72,987     102,732     150,548     281,656         454,218

Estimate of interest within rental expense              3,378      5,052       6,289      12,241      23,140          27,763

Distributions on HIGH TIDES                              --         --          --         2,565      44,210          45,947

Total fixed charges                                    50,374     78,039     109,021     165,354     349,006         527,928

RATIO OF EARNINGS TO FIXED CHARGES                      1.30x      1.68x       1.52x       1.83x       2.26x           1.96x
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>13
<FILENAME>f78300orex23-1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
<PAGE>
                                                                    Exhibit 23.1


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 (No. 333-_____) of our
report dated April 19, 2001 and to all references to our Firm included in this
Registration Statement on Form S-3. Our report dated March 14, 2001 included in
Calpine Corporation's Form 10-K for the year ended December 31, 2000 is no
longer appropriate since restated financial statements have been presented
giving effect to a business combination accounted for by a pooling-of-interests.


/s/ Arthur Andersen LLP

San Jose, California
  January 16, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.4
<SEQUENCE>14
<FILENAME>f78300orex23-4.txt
<DESCRIPTION>EXHIBIT 23.4
<TEXT>
<PAGE>
                                                                   Exhibit 23.4

                  CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference in the joint registration statement (Form S-3 No.
333- -) and related prospectus of Calpine Corporation, Calpine Canada
Energy Finance ULC, Calpine Canada Energy Finance II ULC, Calpine Capital Trust
IV and Calpine Capital Trust V of our report dated February 16, 2001, with
respect to the consolidated financial statements of Encal Energy Ltd. included
in the Current Report on Form 8-K of Calpine Corporation dated September 10,
2001, filed with the Securities and Exchange Commission in the United States.


/s/ Ernst & Young LLP


Calgary, Alberta
January 17, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>15
<FILENAME>f78300orex25-1.txt
<DESCRIPTION>EXHIBIT 25.1
<TEXT>
<PAGE>
                                                                    EXHIBIT 25.1


                                                        Registration No. _______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)___

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)

              Delaware                             51-0055023
      (State of incorporation)         (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)

                               CALPINE CORPORATION
               (Exact name of obligor as specified in its charter)

               Delaware                               77-0212977
      (State of incorporation)           (I.R.S. employer identification no.)

    50 West San Fernando Street
         San Jose, California                           95113
(Address of principal executive offices)              (Zip Code)

                     Debt Securities of Calpine Corporation
                       (Title of the indenture securities)


================================================================================

<PAGE>

ITEM 1.   GENERAL INFORMATION.

                Furnish the following information as to the trustee:

          (a)   Name and address of each examining or supervising authority to
                which it is subject.

                Federal Deposit Insurance Co.        State Bank Commissioner
                Five Penn Center                     Dover, Delaware
                Suite #2901
                Philadelphia, PA

          (b)   Whether it is authorized to exercise corporate trust powers.

                The trustee is authorized to exercise corporate trust powers.

ITEM 2.   AFFILIATIONS WITH THE OBLIGOR.

                If the obligor is an affiliate of the trustee, describe each
          affiliation:

                Based upon an examination of the books and records of the
          trustee and upon information furnished by the obligor, the obligor is
          not an affiliate of the trustee.

ITEM 16.  LIST OF EXHIBITS.

          List below all exhibits filed as part of this Statement of Eligibility
and Qualification.

          A.    Copy of the Charter of Wilmington Trust Company, which includes
                the certificate of authority of Wilmington Trust Company to
                commence business and the authorization of Wilmington Trust
                Company to exercise corporate trust powers.

          B.    Copy of By-Laws of Wilmington Trust Company.

          C.    Consent of Wilmington Trust Company required by Section 321(b)
                of Trust Indenture Act.

          D.    Copy of most recent Report of Condition of Wilmington Trust
                Company.

          Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 11th day
of January, 2002.

                                                WILMINGTON TRUST COMPANY

[SEAL]

Attest:  /s/ S. THOMAS DAVIDSON                 By:  /s/ DAVID A. VANASKEY
       ----------------------------                -----------------------------
       Assistant Secretary                      Name: David A. Vanaskey
                                                Title: Vice President



                                       2
<PAGE>


                                    EXHIBIT A

                                 AMENDED CHARTER

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                           AS EXISTING ON MAY 9, 1987


<PAGE>


                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

          WILMINGTON TRUST COMPANY, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name
of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed
in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter
or Act of Incorporation of which company has been from time to time amended and
changed by merger agreements pursuant to the corporation law for state banks and
trust companies of the State of Delaware, does hereby alter and amend its
Charter or Act of Incorporation so that the same as so altered and amended shall
in its entirety read as follows:

          FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

          SECOND: - The location of its principal office in the State of
          Delaware is at Rodney Square North, in the City of Wilmington, County
          of New Castle; the name of its resident agent is WILMINGTON TRUST
          COMPANY whose address is Rodney Square North, in said City. In
          addition to such principal office, the said corporation maintains and
          operates branch offices in the City of Newark, New Castle County,
          Delaware, the Town of Newport, New Castle County, Delaware, at
          Claymont, New Castle County, Delaware, at Greenville, New Castle
          County Delaware, and at Milford Cross Roads, New Castle County,
          Delaware, and shall be empowered to open, maintain and operate branch
          offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market
          Street, and 3605 Market Street, all in the City of Wilmington, New
          Castle County, Delaware, and such other branch offices or places of
          business as may be authorized from time to time by the agency or
          agencies of the government of the State of Delaware empowered to
          confer such authority.

          THIRD: - (a) The nature of the business and the objects and purposes
          proposed to be transacted, promoted or carried on by this Corporation
          are to do any or all of the things herein mentioned as fully and to
          the same extent as natural persons might or could do and in any part
          of the world, viz.:

                (1) To sue and be sued, complain and defend in any Court of law
                or equity and to make and use a common seal, and alter the seal
                at pleasure, to hold, purchase, convey, mortgage or otherwise
                deal in real and personal estate and property, and to appoint
                such officers and agents as the business of the Corporation
                shall require, to make by-laws not inconsistent with the
                Constitution or laws of the United States or of this State, to
                discount bills, notes or other evidences of debt, to receive
                deposits of money, or securities for money, to buy gold and
                silver bullion and foreign coins, to buy and sell bills of
                exchange, and generally to use,

<PAGE>

                exercise and enjoy all the powers, rights, privileges and
                franchises incident to a corporation which are proper or
                necessary for the transaction of the business of the Corporation
                hereby created.

                (2) To insure titles to real and personal property, or any
                estate or interests therein, and to guarantee the holder of such
                property, real or personal, against any claim or claims, adverse
                to his interest therein, and to prepare and give certificates of
                title for any lands or premises in the State of Delaware, or
                elsewhere.

                (3) To act as factor, agent, broker or attorney in the receipt,
                collection, custody, investment and management of funds, and the
                purchase, sale, management and disposal of property of all
                descriptions, and to prepare and execute all papers which may be
                necessary or proper in such business.

                (4) To prepare and draw agreements, contracts, deeds, leases,
                conveyances, mortgages, bonds and legal papers of every
                description, and to carry on the business of conveyancing in all
                its branches.

                (5) To receive upon deposit for safekeeping money, jewelry,
                plate, deeds, bonds and any and all other personal property of
                every sort and kind, from executors, administrators, guardians,
                public officers, courts, receivers, assignees, trustees, and
                from all fiduciaries, and from all other persons and
                individuals, and from all corporations whether state, municipal,
                corporate or private, and to rent boxes, safes, vaults and other
                receptacles for such property.

                (6) To act as agent or otherwise for the purpose of registering,
                issuing, certificating, countersigning, transferring or
                underwriting the stock, bonds or other obligations of any
                corporation, association, state or municipality, and may receive
                and manage any sinking fund therefor on such terms as may be
                agreed upon between the two parties, and in like manner may act
                as Treasurer of any corporation or municipality.

                (7) To act as Trustee under any deed of trust, mortgage, bond or
                other instrument issued by any state, municipality, body
                politic, corporation, association or person, either alone or in
                conjunction with any other person or persons, corporation or
                corporations.

                (8) To guarantee the validity, performance or effect of any
                contract or agreement, and the fidelity of persons holding
                places of responsibility or trust; to become surety for any
                person, or persons, for the faithful performance of any trust,
                office, duty, contract or agreement, either by itself or in
                conjunction with any other person, or persons, corporation, or
                corporations, or in like manner become surety upon any bond,
                recognizance, obligation, judgment, suit, order, or


                                       2
<PAGE>

                decree to be entered in any court of record within the State of
                Delaware or elsewhere, or which may now or hereafter be required
                by any law, judge, officer or court in the State of Delaware or
                elsewhere.

                (9) To act by any and every method of appointment as trustee,
                trustee in bankruptcy, receiver, assignee, assignee in
                bankruptcy, executor, administrator, guardian, bailee, or in any
                other trust capacity in the receiving, holding, managing, and
                disposing of any and all estates and property, real, personal or
                mixed, and to be appointed as such trustee, trustee in
                bankruptcy, receiver, assignee, assignee in bankruptcy,
                executor, administrator, guardian or bailee by any persons,
                corporations, court, officer, or authority, in the State of
                Delaware or elsewhere; and whenever this Corporation is so
                appointed by any person, corporation, court, officer or
                authority such trustee, trustee in bankruptcy, receiver,
                assignee, assignee in bankruptcy, executor, administrator,
                guardian, bailee, or in any other trust capacity, it shall not
                be required to give bond with surety, but its capital stock
                shall be taken and held as security for the performance of the
                duties devolving upon it by such appointment.

                (10) And for its care, management and trouble, and the exercise
                of any of its powers hereby given, or for the performance of any
                of the duties which it may undertake or be called upon to
                perform, or for the assumption of any responsibility the said
                Corporation may be entitled to receive a proper compensation.

                (11) To purchase, receive, hold and own bonds, mortgages,
                debentures, shares of capital stock, and other securities,
                obligations, contracts and evidences of indebtedness, of any
                private, public or municipal corporation within and without the
                State of Delaware, or of the Government of the United States, or
                of any state, territory, colony, or possession thereof, or of
                any foreign government or country; to receive, collect, receipt
                for, and dispose of interest, dividends and income upon and from
                any of the bonds, mortgages, debentures, notes, shares of
                capital stock, securities, obligations, contracts, evidences of
                indebtedness and other property held and owned by it, and to
                exercise in respect of all such bonds, mortgages, debentures,
                notes, shares of capital stock, securities, obligations,
                contracts, evidences of indebtedness and other property, any and
                all the rights, powers and privileges of individual owners
                thereof, including the right to vote thereon; to invest and deal
                in and with any of the moneys of the Corporation upon such
                securities and in such manner as it may think fit and proper,
                and from time to time to vary or realize such investments; to
                issue bonds and secure the same by pledges or deeds of trust or
                mortgages of or upon the whole or any part of the property held
                or owned by the Corporation, and to sell and pledge such bonds,
                as and when the Board of Directors shall determine, and in the
                promotion of its said corporate business of investment and to
                the extent authorized by law, to lease, purchase, hold, sell,
                assign, transfer, pledge, mortgage and convey real


                                       3
<PAGE>

                and personal property of any name and nature and any estate or
                interest therein.

          (b) In furtherance of, and not in limitation, of the powers conferred
          by the laws of the State of Delaware, it is hereby expressly provided
          that the said Corporation shall also have the following powers:

                (1) To do any or all of the things herein set forth, to the same
                extent as natural persons might or could do, and in any part of
                the world.

                (2) To acquire the good will, rights, property and franchises
                and to undertake the whole or any part of the assets and
                liabilities of any person, firm, association or corporation, and
                to pay for the same in cash, stock of this Corporation, bonds or
                otherwise; to hold or in any manner to dispose of the whole or
                any part of the property so purchased; to conduct in any lawful
                manner the whole or any part of any business so acquired, and to
                exercise all the powers necessary or convenient in and about the
                conduct and management of such business.

                (3) To take, hold, own, deal in, mortgage or otherwise lien, and
                to lease, sell, exchange, transfer, or in any manner whatever
                dispose of property, real, personal or mixed, wherever situated.

                (4) To enter into, make, perform and carry out contracts of
                every kind with any person, firm, association or corporation,
                and, without limit as to amount, to draw, make, accept, endorse,
                discount, execute and issue promissory notes, drafts, bills of
                exchange, warrants, bonds, debentures, and other negotiable or
                transferable instruments.

                (5) To have one or more offices, to carry on all or any of its
                operations and businesses, without restriction to the same
                extent as natural persons might or could do, to purchase or
                otherwise acquire, to hold, own, to mortgage, sell, convey or
                otherwise dispose of, real and personal property, of every class
                and description, in any State, District, Territory or Colony of
                the United States, and in any foreign country or place.

                (6) It is the intention that the objects, purposes and powers
                specified and clauses contained in this paragraph shall (except
                where otherwise expressed in said paragraph) be nowise limited
                or restricted by reference to or inference from the terms of any
                other clause of this or any other paragraph in this charter, but
                that the objects, purposes and powers specified in each of the
                clauses of this paragraph shall be regarded as independent
                objects, purposes and powers.

          FOURTH: - (a) The total number of shares of all classes of stock which
          the Corporation shall have authority to issue is forty-one million
          (41,000,000) shares, consisting of:


                                       4
<PAGE>

                (1) One million (1,000,000) shares of Preferred stock, par value
                $10.00 per share (hereinafter referred to as "Preferred Stock");
                and

                (2) Forty million (40,000,000) shares of Common Stock, par value
                $1.00 per share (hereinafter referred to as "Common Stock").

          (b) Shares of Preferred Stock may be issued from time to time in one
          or more series as may from time to time be determined by the Board of
          Directors each of said series to be distinctly designated. All shares
          of any one series of Preferred Stock shall be alike in every
          particular, except that there may be different dates from which
          dividends, if any, thereon shall be cumulative, if made cumulative.
          The voting powers and the preferences and relative, participating,
          optional and other special rights of each such series, and the
          qualifications, limitations or restrictions thereof, if any, may
          differ from those of any and all other series at any time outstanding;
          and, subject to the provisions of subparagraph 1 of Paragraph (c) of
          this Article FOURTH, the Board of Directors of the Corporation is
          hereby expressly granted authority to fix by resolution or resolutions
          adopted prior to the issuance of any shares of a particular series of
          Preferred Stock, the voting powers and the designations, preferences
          and relative, optional and other special rights, and the
          qualifications, limitations and restrictions of such series,
          including, but without limiting the generality of the foregoing, the
          following:

                (1) The distinctive designation of, and the number of shares of
                Preferred Stock which shall constitute such series, which number
                may be increased (except where otherwise provided by the Board
                of Directors) or decreased (but not below the number of shares
                thereof then outstanding) from time to time by like action of
                the Board of Directors;

                (2) The rate and times at which, and the terms and conditions on
                which, dividends, if any, on Preferred Stock of such series
                shall be paid, the extent of the preference or relation, if any,
                of such dividends to the dividends payable on any other class or
                classes, or series of the same or other class of stock and
                whether such dividends shall be cumulative or non-cumulative;

                (3) The right, if any, of the holders of Preferred Stock of such
                series to convert the same into or exchange the same for, shares
                of any other class or classes or of any series of the same or
                any other class or classes of stock of the Corporation and the
                terms and conditions of such conversion or exchange;

                (4) Whether or not Preferred Stock of such series shall be
                subject to redemption, and the redemption price or prices and
                the time or times at which, and the terms and conditions on
                which, Preferred Stock of such series may be redeemed.

                (5) The rights, if any, of the holders of Preferred Stock of
                such series upon the voluntary or involuntary liquidation,
                merger, consolidation, distribution or sale


                                       5
<PAGE>

                of assets, dissolution or winding-up, of the Corporation.

                (6) The terms of the sinking fund or redemption or purchase
                account, if any, to be provided for the Preferred Stock of such
                series; and

                (7) The voting powers, if any, of the holders of such series of
                Preferred Stock which may, without limiting the generality of
                the foregoing include the right, voting as a series or by itself
                or together with other series of Preferred Stock or all series
                of Preferred Stock as a class, to elect one or more directors of
                the Corporation if there shall have been a default in the
                payment of dividends on any one or more series of Preferred
                Stock or under such circumstances and on such conditions as the
                Board of Directors may determine.

          (c) (1) After the requirements with respect to preferential dividends
          on the Preferred Stock (fixed in accordance with the provisions of
          section (b) of this Article FOURTH), if any, shall have been met and
          after the Corporation shall have complied with all the requirements,
          if any, with respect to the setting aside of sums as sinking funds or
          redemption or purchase accounts (fixed in accordance with the
          provisions of section (b) of this Article FOURTH), and subject further
          to any conditions which may be fixed in accordance with the provisions
          of section (b) of this Article FOURTH, then and not otherwise the
          holders of Common Stock shall be entitled to receive such dividends as
          may be declared from time to time by the Board of Directors.

                (2) After distribution in full of the preferential amount, if
                any, (fixed in accordance with the provisions of section (b) of
                this Article FOURTH), to be distributed to the holders of
                Preferred Stock in the event of voluntary or involuntary
                liquidation, distribution or sale of assets, dissolution or
                winding-up, of the Corporation, the holders of the Common Stock
                shall be entitled to receive all of the remaining assets of the
                Corporation, tangible and intangible, of whatever kind available
                for distribution to stockholders ratably in proportion to the
                number of shares of Common Stock held by them respectively.

                (3) Except as may otherwise be required by law or by the
                provisions of such resolution or resolutions as may be adopted
                by the Board of Directors pursuant to section (b) of this
                Article FOURTH, each holder of Common Stock shall have one vote
                in respect of each share of Common Stock held on all matters
                voted upon by the stockholders.

          (d) No holder of any of the shares of any class or series of stock or
          of options, warrants or other rights to purchase shares of any class
          or series of stock or of other securities of the Corporation shall
          have any preemptive right to purchase or subscribe for any unissued
          stock of any class or series or any additional shares of any class or
          series to be issued by reason of any increase of the authorized
          capital stock of the Corporation of any class or series, or bonds,
          certificates of indebtedness, debentures or


                                       6
<PAGE>

          other securities convertible into or exchangeable for stock of the
          Corporation of any class or series, or carrying any right to purchase
          stock of any class or series, but any such unissued stock, additional
          authorized issue of shares of any class or series of stock or
          securities convertible into or exchangeable for stock, or carrying any
          right to purchase stock, may be issued and disposed of pursuant to
          resolution of the Board of Directors to such persons, firms,
          corporations or associations, whether such holders or others, and upon
          such terms as may be deemed advisable by the Board of Directors in the
          exercise of its sole discretion.

          (e) The relative powers, preferences and rights of each series of
          Preferred Stock in relation to the relative powers, preferences and
          rights of each other series of Preferred Stock shall, in each case, be
          as fixed from time to time by the Board of Directors in the resolution
          or resolutions adopted pursuant to authority granted in section (b) of
          this Article FOURTH and the consent, by class or series vote or
          otherwise, of the holders of such of the series of Preferred Stock as
          are from time to time outstanding shall not be required for the
          issuance by the Board of Directors of any other series of Preferred
          Stock whether or not the powers, preferences and rights of such other
          series shall be fixed by the Board of Directors as senior to, or on a
          parity with, the powers, preferences and rights of such outstanding
          series, or any of them; provided, however, that the Board of Directors
          may provide in the resolution or resolutions as to any series of
          Preferred Stock adopted pursuant to section (b) of this Article FOURTH
          that the consent of the holders of a majority (or such greater
          proportion as shall be therein fixed) of the outstanding shares of
          such series voting thereon shall be required for the issuance of any
          or all other series of Preferred Stock.

          (f) Subject to the provisions of section (e), shares of any series of
          Preferred Stock may be issued from time to time as the Board of
          Directors of the Corporation shall determine and on such terms and for
          such consideration as shall be fixed by the Board of Directors.

          (g) Shares of Common Stock may be issued from time to time as the
          Board of Directors of the Corporation shall determine and on such
          terms and for such consideration as shall be fixed by the Board of
          Directors.

          (h) The authorized amount of shares of Common Stock and of Preferred
          Stock may, without a class or series vote, be increased or decreased
          from time to time by the affirmative vote of the holders of a majority
          of the stock of the Corporation entitled to vote thereon.

          FIFTH: - (a) The business and affairs of the Corporation shall be
          conducted and managed by a Board of Directors. The number of directors
          constituting the entire Board shall be not less than five nor more
          than twenty-five as fixed from time to time by vote of a majority of
          the whole Board, provided, however, that the number of directors shall
          not be reduced so as to shorten the term of any director at the time
          in


                                       7
<PAGE>

          office, and provided further, that the number of directors
          constituting the whole Board shall be twenty-four until otherwise
          fixed by a majority of the whole Board.

          (b) The Board of Directors shall be divided into three classes, as
          nearly equal in number as the then total number of directors
          constituting the whole Board permits, with the term of office of one
          class expiring each year. At the annual meeting of stockholders in
          1982, directors of the first class shall be elected to hold office for
          a term expiring at the next succeeding annual meeting, directors of
          the second class shall be elected to hold office for a term expiring
          at the second succeeding annual meeting and directors of the third
          class shall be elected to hold office for a term expiring at the third
          succeeding annual meeting. Any vacancies in the Board of Directors for
          any reason, and any newly created directorships resulting from any
          increase in the directors, may be filled by the Board of Directors,
          acting by a majority of the directors then in office, although less
          than a quorum, and any directors so chosen shall hold office until the
          next annual election of directors. At such election, the stockholders
          shall elect a successor to such director to hold office until the next
          election of the class for which such director shall have been chosen
          and until his successor shall be elected and qualified. No decrease in
          the number of directors shall shorten the term of any incumbent
          director.

          (c) Notwithstanding any other provisions of this Charter or Act of
          Incorporation or the By-Laws of the Corporation (and notwithstanding
          the fact that some lesser percentage may be specified by law, this
          Charter or Act of Incorporation or the By-Laws of the Corporation),
          any director or the entire Board of Directors of the Corporation may
          be removed at any time without cause, but only by the affirmative vote
          of the holders of two-thirds or more of the outstanding shares of
          capital stock of the Corporation entitled to vote generally in the
          election of directors (considered for this purpose as one class) cast
          at a meeting of the stockholders called for that purpose.

          (d) Nominations for the election of directors may be made by the Board
          of Directors or by any stockholder entitled to vote for the election
          of directors. Such nominations shall be made by notice in writing,
          delivered or mailed by first class United States mail, postage
          prepaid, to the Secretary of the Corporation not less than 14 days nor
          more than 50 days prior to any meeting of the stockholders called for
          the election of directors; provided, however, that if less than 21
          days' notice of the meeting is given to stockholders, such written
          notice shall be delivered or mailed, as prescribed, to the Secretary
          of the Corporation not later than the close of the seventh day
          following the day on which notice of the meeting was mailed to
          stockholders. Notice of nominations which are proposed by the Board of
          Directors shall be given by the Chairman on behalf of the Board.

          (e) Each notice under subsection (d) shall set forth (i) the name,
          age, business address and, if known, residence address of each nominee
          proposed in such notice, (ii) the principal occupation or employment
          of such nominee and (iii) the number of shares of


                                       8
<PAGE>

          stock of the Corporation which are beneficially owned by each such
          nominee.

          (f) The Chairman of the meeting may, if the facts warrant, determine
          and declare to the meeting that a nomination was not made in
          accordance with the foregoing procedure, and if he should so
          determine, he shall so declare to the meeting and the defective
          nomination shall be disregarded.

          (g) No action required to be taken or which may be taken at any annual
          or special meeting of stockholders of the Corporation may be taken
          without a meeting, and the power of stockholders to consent in
          writing, without a meeting, to the taking of any action is
          specifically denied.

          SIXTH: - The Directors shall choose such officers, agents and servants
          as may be provided in the By-Laws as they may from time to time find
          necessary or proper.

          SEVENTH: - The Corporation hereby created is hereby given the same
          powers, rights and privileges as may be conferred upon corporations
          organized under the Act entitled "An Act Providing a General
          Corporation Law", approved March 10, 1899, as from time to time
          amended.

          EIGHTH: - This Act shall be deemed and taken to be a private Act.

          NINTH: - This Corporation is to have perpetual existence.

          TENTH: - The Board of Directors, by resolution passed by a majority of
          the whole Board, may designate any of their number to constitute an
          Executive Committee, which Committee, to the extent provided in said
          resolution, or in the By-Laws of the Company, shall have and may
          exercise all of the powers of the Board of Directors in the management
          of the business and affairs of the Corporation, and shall have power
          to authorize the seal of the Corporation to be affixed to all papers
          which may require it.

          ELEVENTH: - The private property of the stockholders shall not be
          liable for the payment of corporate debts to any extent whatever.

          TWELFTH: - The Corporation may transact business in any part of the
          world.

          THIRTEENTH: - The Board of Directors of the Corporation is expressly
          authorized to make, alter or repeal the By-Laws of the Corporation by
          a vote of the majority of the entire Board. The stockholders may make,
          alter or repeal any By-Law whether or not adopted by them, provided
          however, that any such additional By-Laws, alterations or repeal may
          be adopted only by the affirmative vote of the holders of two-thirds
          or more of the outstanding shares of capital stock of the Corporation
          entitled to vote generally in the election of directors (considered
          for this purpose as one class).


                                       9
<PAGE>

          FOURTEENTH: - Meetings of the Directors may be held outside of the
          State of Delaware at such places as may be from time to time
          designated by the Board, and the Directors may keep the books of the
          Company outside of the State of Delaware at such places as may be from
          time to time designated by them.

          FIFTEENTH: - (a) (1) In addition to any affirmative vote required by
          law, and except as otherwise expressly provided in sections (b) and
          (c) of this Article FIFTEENTH:

                (A) any merger or consolidation of the Corporation or any
                Subsidiary (as hereinafter defined) with or into (i) any
                Interested Stockholder (as hereinafter defined) or (ii) any
                other corporation (whether or not itself an Interested
                Stockholder), which, after such merger or consolidation, would
                be an Affiliate (as hereinafter defined) of an Interested
                Stockholder, or

                (B) any sale, lease, exchange, mortgage, pledge, transfer or
                other disposition (in one transaction or a series of related
                transactions) to or with any Interested Stockholder or any
                Affiliate of any Interested Stockholder of any assets of the
                Corporation or any Subsidiary having an aggregate fair market
                value of $1,000,000 or more, or

                (C) the issuance or transfer by the Corporation or any
                Subsidiary (in one transaction or a series of related
                transactions) of any securities of the Corporation or any
                Subsidiary to any Interested Stockholder or any Affiliate of any
                Interested Stockholder in exchange for cash, securities or other
                property (or a combination thereof) having an aggregate fair
                market value of $1,000,000 or more, or

                (D) the adoption of any plan or proposal for the liquidation or
                dissolution of the Corporation, or

                (E) any reclassification of securities (including any reverse
                stock split), or recapitalization of the Corporation, or any
                merger or consolidation of the Corporation with any of its
                Subsidiaries or any similar transaction (whether or not with or
                into or otherwise involving an Interested Stockholder) which has
                the effect, directly or indirectly, of increasing the
                proportionate share of the outstanding shares of any class of
                equity or convertible securities of the Corporation or any
                Subsidiary which is directly or indirectly owned by any
                Interested Stockholder, or any Affiliate of any Interested
                Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.


                                       10
<PAGE>

                  (2) The term "business combination" as used in this Article
                  FIFTEENTH shall mean any transaction which is referred to in
                  any one or more of clauses (A) through (E) of paragraph 1 of
                  the section (a).

                (b) The provisions of section (a) of this Article FIFTEENTH
                shall not be applicable to any particular business combination
                and such business combination shall require only such
                affirmative vote as is required by law and any other provisions
                of the Charter or Act of Incorporation or By-Laws if such
                business combination has been approved by a majority of the
                whole Board.

                (c) For the purposes of this Article FIFTEENTH:

          (1) A "person" shall mean any individual, firm, corporation or other
          entity.

          (2) "Interested Stockholder" shall mean, in respect of any business
          combination, any person (other than the Corporation or any Subsidiary)
          who or which as of the record date for the determination of
          stockholders entitled to notice of and to vote on such business
          combination, or immediately prior to the consummation of any such
          transaction:

                (A) is the beneficial owner, directly or indirectly, of more
                than 10% of the Voting Shares, or

                (B) is an Affiliate of the Corporation and at any time within
                two years prior thereto was the beneficial owner, directly or
                indirectly, of not less than 10% of the then outstanding voting
                Shares, or

                (C) is an assignee of or has otherwise succeeded in any share of
                capital stock of the Corporation which were at any time within
                two years prior thereto beneficially owned by any Interested
                Stockholder, and such assignment or succession shall have
                occurred in the course of a transaction or series of
                transactions not involving a public offering within the meaning
                of the Securities Act of 1933.

          (3) A person shall be the "beneficial owner" of any Voting Shares:

                (A) which such person or any of its Affiliates and Associates
                (as hereafter defined) beneficially own, directly or indirectly,
                or

                (B) which such person or any of its Affiliates or Associates has
                (i) the right to acquire (whether such right is exercisable
                immediately or only after the passage of time), pursuant to any
                agreement, arrangement or understanding or upon the exercise of
                conversion rights, exchange rights, warrants or options, or
                otherwise,


                                       11
<PAGE>

                or (ii) the right to vote pursuant to any agreement, arrangement
                or understanding, or

                (C) which are beneficially owned, directly or indirectly, by any
                other person with which such first mentioned person or any of
                its Affiliates or Associates has any agreement, arrangement or
                understanding for the purpose of acquiring, holding, voting or
                disposing of any shares of capital stock of the Corporation.

          (4) The outstanding Voting Shares shall include shares deemed owned
          through application of paragraph (3) above but shall not include any
          other Voting Shares which may be issuable pursuant to any agreement,
          or upon exercise of conversion rights, warrants or options or
          otherwise.

          (5) "Affiliate" and "Associate" shall have the respective meanings
          given those terms in Rule 12b-2 of the General Rules and Regulations
          under the Securities Exchange Act of 1934, as in effect on December
          31, 1981.

          (6) "Subsidiary" shall mean any corporation of which a majority of any
          class of equity security (as defined in Rule 3a11-1 of the General
          Rules and Regulations under the Securities Exchange Act of 1934, as in
          effect on December 31, 1981) is owned, directly or indirectly, by the
          Corporation; provided, however, that for the purposes of the
          definition of Investment Stockholder set forth in paragraph (2) of
          this section (c), the term "Subsidiary" shall mean only a corporation
          of which a majority of each class of equity security is owned,
          directly or indirectly, by the Corporation.

                (d) majority of the directors shall have the power and duty to
                determine for the purposes of this Article FIFTEENTH on the
                basis of information known to them, (1) the number of Voting
                Shares beneficially owned by any person (2) whether a person is
                an Affiliate or Associate of another, (3) whether a person has
                an agreement, arrangement or understanding with another as to
                the matters referred to in paragraph (3) of section (c), or (4)
                whether the assets subject to any business combination or the
                consideration received for the issuance or transfer of
                securities by the Corporation, or any Subsidiary has an
                aggregate fair market value of $1,000,000 or more.

                (e) Nothing contained in this Article FIFTEENTH shall be
                construed to relieve any Interested Stockholder from any
                fiduciary obligation imposed by law.

          SIXTEENTH: Notwithstanding any other provision of this Charter or Act
          of Incorporation or the By-Laws of the Corporation (and in addition to
          any other vote that may be required by law, this Charter or Act of
          Incorporation by the By-Laws), the affirmative vote of the holders of
          at least two-thirds of the outstanding shares of the capital stock of
          the Corporation entitled to vote generally in the election of
          directors (considered for this purpose as one class) shall be required
          to amend, alter or repeal


                                       12
<PAGE>

          any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or SIXTEENTH of
          this Charter or Act of Incorporation.

          SEVENTEENTH: (a) a Director of this Corporation shall not be liable to
          the Corporation or its stockholders for monetary damages for breach of
          fiduciary duty as a Director, except to the extent such exemption from
          liability or limitation thereof is not permitted under the Delaware
          General Corporation Laws as the same exists or may hereafter be
          amended.

                (b) Any repeal or modification of the foregoing paragraph shall
                not adversely affect any right or protection of a Director of
                the Corporation existing hereunder with respect to any act or
                omission occurring prior to the time of such repeal or
                modification."



                                       13
<PAGE>

                                    EXHIBIT B

                                     BY-LAWS

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON FEBRUARY 20, 2000

<PAGE>

                       BY-LAWS OF WILMINGTON TRUST COMPANY

                                    ARTICLE I
                             STOCKHOLDERS' MEETINGS

          Section 1. The Annual Meeting of Stockholders shall be held on the
third Thursday in April each year at the principal office at the Company or at
such other date, time, or place as may be designated by resolution by the Board
of Directors.

          Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

          Section 3. Notice of all meetings of the stockholders shall be given
by mailing to each stockholder at least ten (10) days before said meeting, at
his last known address, a written or printed notice fixing the time and place of
such meeting.

          Section 4. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

                                   ARTICLE II
                                    DIRECTORS

          Section 1. The authorized number of directors that shall constitute
the Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

          Section 2. Except as provided in these Bylaws or as otherwise required
by law, there shall be no qualifications for election or service as directors of
the Company. In addition to any other provisions of these Bylaws, to be
qualified for nomination for Election or appointment to the Board of Directors
each person must have not attained the age of sixty nine years at the time of
such election or appointment, provided however, the Nominating and Corporate
Governance Committee may waive such qualification as to a particular candidate
otherwise qualified to serve as a director upon a good faith determination by
such committee that such a waiver is in the best interests of the Company and
its stockholders. The Chairman of the Board of Directors shall not be qualified
to continue to serve as a director upon the termination of his or her service in
that

<PAGE>

office for any reason.

          Section 3. The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

          Section 4. The affairs and business of the Company shall be managed
and conducted by the Board of Directors.

          Section 5. The Board of Directors shall meet at the principal office
of the Company or elsewhere in its discretion at such times to be determined by
a majority of its members, or at the call of the Chairman of the Board of
Directors or the President.

          Section 6. Special meetings of the Board of Directors may be called at
any time by the Chairman of the Board of Directors or by the President, and
shall be called upon the written request of a majority of the directors.

          Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

          Section 8. Written notice shall be sent by mail to each director of
any special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

          Section 9. In the event of the death, resignation, removal, inability
to act, or disqualification of any director, the Board of Directors, although
less than a quorum, shall have the right to elect the successor who shall hold
office for the remainder of the full term of the class of directors in which the
vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

          Section 10. The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect from
its own members a Chairman of the Board of Directors and a President who may be
the same person. The Board of Directors shall also elect at such meeting a
Secretary and a Treasurer, who may be the same person, may appoint at any time
such other committees and elect or appoint such other officers as it may deem
advisable. The Board of Directors may also elect at such meeting one or more
Associate Directors.

          Section 11. The Board of Directors may at any time remove, with or
without cause, any member of any Committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

          Section 12. The Board of Directors may designate an officer to be in
charge of such of


                                       2
<PAGE>

the departments or divisions of the Company as it may deem advisable.

                                   ARTICLE III
                                   COMMITTEES

          Section 1. Executive Committee

                    (A) The Executive Committee shall be composed of not more
than nine members who shall be selected by the Board of Directors from its own
members and who shall hold office during the pleasure of the Board.

                    (B) The Executive Committee shall have all the powers of the
Board of Directors when it is not in session to transact all business for and in
behalf of the Company that may be brought before it.

                    (C) The Executive Committee shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members, or at the call of the Chairman of the
Executive Committee or at the call of the Chairman of the Board of Directors.
The majority of its members shall be necessary to constitute a quorum for the
transaction of business. Special meetings of the Executive Committee may be held
at any time when a quorum is present.

                    (D) Minutes of each meeting of the Executive Committee shall
be kept and submitted to the Board of Directors at its next meeting.

                    (E) The Executive Committee shall advise and superintend all
investments that may be made of the funds of the Company, and shall direct the
disposal of the same, in accordance with such rules and regulations as the Board
of Directors from time to time make.

                    (F) In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Company by its directors and officers as contemplated by these By-Laws any
two available members of the Executive Committee as constituted immediately
prior to such disaster shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Company in accordance
with the provisions of Article III of these By-Laws; and if less than three
members of the Trust Committee is constituted immediately prior to such disaster
shall be available for the transaction of its business, such Executive Committee
shall also be empowered to exercise all of the powers reserved to the Trust
Committee under Article III Section 2 hereof. In the event of the
unavailability, at such time, of a minimum of two members of such Executive
Committee, any three available directors shall constitute the Executive
Committee for the full conduct and management of the affairs and business of the
Company in accordance with the foregoing provisions of this Section. This By-Law
shall be subject to implementation by Resolutions of the


                                       3
<PAGE>

Board of Directors presently existing or hereafter passed from time to time for
that purpose, and any provisions of these By-Laws (other than this Section) and
any resolutions which are contrary to the provisions of this Section or to the
provisions of any such implementary Resolutions shall be suspended during such a
disaster period until it shall be determined by any interim Executive Committee
acting under this section that it shall be to the advantage of the Company to
resume the conduct and management of its affairs and business under all of the
other provisions of these By-Laws.

          Section 2. Audit Committee

                    (A) The Audit Committee shall be composed of five members
who shall be selected by the Board of Directors from its own members, none of
whom shall be an officer of the Company, and shall hold office at the pleasure
of the Board.

                    (B) The Audit Committee shall have general supervision over
the Audit Division in all matters however subject to the approval of the Board
of Directors; it shall consider all matters brought to its attention by the
officer in charge of the Audit Division, review all reports of examination of
the Company made by any governmental agency or such independent auditor employed
for that purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.

                    (C) The Audit Committee shall meet whenever and wherever the
majority of its members shall deem it to be proper for the transaction of its
business, and a majority of its Committee shall constitute a quorum.

          Section 3. Compensation Committee

                    (A) The Compensation Committee shall be composed of not more
than five (5) members who shall be selected by the Board of Directors from its
own members who are not officers of the Company and who shall hold office during
the pleasure of the Board.

                    (B) The Compensation Committee shall in general advise upon
all matters of policy concerning the Company brought to its attention by the
management and from time to time review the management of the Company, major
organizational matters, including salaries and employee benefits and
specifically shall administer the Executive Incentive Compensation Plan.

                    (C) Meetings of the Compensation Committee may be called at
any time by the Chairman of the Compensation Committee, the Chairman of the
Board of Directors, or the President of the Company.

          Section 4. Associate Directors


                                       4
<PAGE>

                    (A) Any person who has served as a director may be elected
by the Board of Directors as an associate director, to serve during the pleasure
of the Board.

                    (B) An associate director shall be entitled to attend all
directors meetings and participate in the discussion of all matters brought to
the Board, with the exception that he would have no right to vote. An associate
director will be eligible for appointment to Committees of the Company, with the
exception of the Executive Committee, Audit Committee and Compensation
Committee, which must be comprised solely of active directors.

          Section 5. Absence or Disqualification of Any Member of a Committee

                    (A) In the absence or disqualification of any member of any
Committee created under Article III of the By-Laws of this Company, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.

                                   ARTICLE IV
                                    OFFICERS

          Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and shall
perform such duties as the Board of Directors may from time to time confer and
direct. He shall also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of the Company.

          Section 2. The Vice Chairman of the Board. The Vice Chairman of the
Board of Directors shall preside at all meetings of the Board of Directors at
which the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.

          Section 3. The President shall have the powers and duties pertaining
to the office of the President conferred or imposed upon him by statute or
assigned to him by the Board of Directors. In the absence of the Chairman of the
Board the President shall have the powers and duties of the Chairman of the
Board.

          Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.


                                       5
<PAGE>

          Section 5. There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all the
duties of the Chairman of the Board of Directors and/or the President and such
other powers and duties as may from time to time be assigned to them by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President and by the officer in charge of the department or division to which
they are assigned.

          Section 6. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings and
to recording the same in the minute books of the Company. In addition to the
other notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

          Section 7. The Treasurer shall have general supervision over all
assets and liabilities of the Company. He shall be custodian of and responsible
for all monies, funds and valuables of the Company and for the keeping of proper
records of the evidence of property or indebtedness and of all the transactions
of the Company. He shall have general supervision of the expenditures of the
Company and shall report to the Board of Directors at each regular meeting of
the condition of the Company, and perform such other duties as may be assigned
to him from time to time by the Board of Directors of the Executive Committee.

          Section 8. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors at appropriate times a report
relating to the general condition and internal operations of the Company.

          There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

          Section 9. The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
the Board of Directors.

          There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

          Section 10. There may be one or more officers, subordinate in rank to
all Vice Presidents with such functional titles as shall be determined from time
to time by the Board of


                                       6
<PAGE>

Directors, who shall ex officio hold the office Assistant Secretary of this
Company and who may perform such duties as may be prescribed by the officer in
charge of the department or division to whom they are assigned.

          Section 11. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.

                                    ARTICLE V
                          STOCK AND STOCK CERTIFICATES

          Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

          Section 2. Certificates of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of Directors
and countersigned by the Secretary or Treasurer or an Assistant Secretary, and
the seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new certificate
or certificates shall be issued in lieu thereof. Duplicate certificates of stock
shall be issued only upon giving such security as may be satisfactory to the
Board of Directors or the Executive Committee.

          Section 3. The Board of Directors of the Company is authorized to fix
in advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.

                                   ARTICLE VI
                                      SEAL

          Section 1. The corporate seal of the Company shall be in the following
form:

                    Between two concentric circles the words


                                       7
<PAGE>

                    "Wilmington Trust Company" within the inner
                    circle the words "Wilmington, Delaware."

                                   ARTICLE VII
                                   FISCAL YEAR

          Section 1. The fiscal year of the Company shall be the calendar year.

                                  ARTICLE VIII
                     EXECUTION OF INSTRUMENTS OF THE COMPANY

          Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full power
and authority to enter into, make, sign, execute, acknowledge and/or deliver and
the Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.

                                   ARTICLE IX
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

          Section 1. Directors and associate directors of the Company, other
than salaried officers of the Company, shall be paid such reasonable honoraria
or fees for attending meetings of the Board of Directors as the Board of
Directors may from time to time determine. Directors and associate directors who
serve as members of committees, other than salaried employees of the Company,
shall be paid such reasonable honoraria or fees for services as members of
committees as the Board of Directors shall from time to time determine and
directors and associate directors may be employed by the Company for such
special services as the Board of Directors may from time to time determine and
shall be paid for such special services so performed reasonable compensation as
may be determined by the Board of Directors.

                                    ARTICLE X
                                 INDEMNIFICATION


                                       8
<PAGE>

          Section 1. (A) The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably
incurred by such person. The Corporation shall indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Corporation.

                    (B) The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided, however,
that the payment of expenses incurred by a Director or officer in his capacity
as a Director or officer in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking by the Director or officer to
repay all amounts advanced if it should be ultimately determined that the
Director or officer is not entitled to be indemnified under this Article or
otherwise.

                    (C) If a claim for indemnification or payment of expenses,
under this Article X is not paid in full within ninety days after a written
claim therefor has been received by the Corporation the claimant may file suit
to recover the unpaid amount of such claim and, if successful in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim. In any
such action the Corporation shall have the burden of proving that the claimant
was not entitled to the requested indemnification of payment of expenses under
applicable law.

                    (D) The rights conferred on any person by this Article X
shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
Directors or otherwise.

                    (E) Any repeal or modification of the foregoing provisions
of this Article X shall not adversely affect any right or protection hereunder
of any person in respect of any act or omission occurring prior to the time of
such repeal or modification.

                                   ARTICLE XI
                            AMENDMENTS TO THE BY-LAWS

          Section 1. These By-Laws may be altered, amended or repealed, in whole
or in part, and any new By-Law or By-Laws adopted at any regular or special
meeting of the Board of


                                       9
<PAGE>

Directors by a vote of the majority of all the members of the Board of Directors
then in office.






                                       10
<PAGE>

                                    EXHIBIT C

                             SECTION 321(b) CONSENT

          Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.

                                        WILMINGTON TRUST COMPANY

Dated: January 11, 2002                 By:  /s/ DAVID A. VANASKEY
                                           -------------------------------
                                        Name:  David A. Vanaskey
                                        Title: Vice President

<PAGE>

                                    EXHIBIT D

                                     NOTICE

               This form is intended to assist state nonmember banks and savings
               banks with state publication requirements. It has not been
               approved by any state banking authorities. Refer to your
               appropriate state banking authorities for your state publication
               requirements.

R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

           WILMINGTON TRUST COMPANY                        of   WILMINGTON
----------------------------------------------------------    --------------
                 Name of Bank                                      City

in the State of DELAWARE, at the close of business on September 30, 2001.


<TABLE>
<CAPTION>
ASSETS

                                                                          Thousands of dollars
<S>                                                                       <C>

Cash and balances due from depository institutions:
        Noninterest-bearing balances and currency and coins............................274,398
        Interest-bearing balances............................................................0
Held-to-maturity securities............................................................ 15,956
Available-for-sale securities........................................................1,177,116
Federal funds sold and securities purchased under agreements to resell.................453,981
Loans and lease financing receivables:
        Loans and leases, net of unearned income............. 4,879,670
        LESS: Allowance for loan and lease losses............    73,439
        LESS: Allocated transfer risk reserve................         0
        Loans and leases, net of unearned income, allowance, and reserve.............4,806,231
Assets held in trading accounts..............................................................0
Premises and fixed assets (including capitalized leases)...............................133,431
Other real estate owned....................................................................668
Investments in unconsolidated subsidiaries and associated companies......................1,605
Customers' liability to this bank on acceptances outstanding.................................0
Intangible assets:
        a. Goodwill........................................................................217
        b. Other intangible assets.......................................................4,230
Other assets...........................................................................161,671
Total assets.........................................................................7,029,504


                                                                        CONTINUED ON NEXT PAGE
</TABLE>


<PAGE>

<TABLE>
<S>                                                                                 <C>
LIABILITIES

Deposits:
In domestic offices..................................................................5,443,431
        Noninterest-bearing................. 1,067,087
        Interest-bearing.................... 4,376,344
Federal funds purchased and Securities sold under agreements to repurchase.............549,060
Trading liabilities (from Schedule RC-D).....................................................0
Other borrowed money (includes mortgage indebtedness and obligations under
  capitalized leases:..................................................................390,810
Bank's liability on acceptances executed and outstanding.....................................0
Subordinated notes and debentures............................................................0
Other liabilities (from Schedule RC-G)................................................ 108,356
Total liabilities....................................................................6,491,657

EQUITY CAPITAL

Perpetual preferred stock and related surplus................................................0
Common Stock...............................................................................500
Surplus (exclude all surplus related to preferred stock)................................62,118
a. Retained earnings...................................................................459,554
b. Accumulated other comprehensive income.............................................. 15,675
Total equity capital...................................................................537,847
Total liabilities, limited-life preferred stock, and equity capital..................7,029,504
</TABLE>




                                       2


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.2
<SEQUENCE>16
<FILENAME>f78300orex25-2.txt
<DESCRIPTION>EXHIBIT 25.2
<TEXT>
<PAGE>
                                                                    EXHIBIT 25.2

                                                    Registration No.
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM T-1


         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE


CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) _____


                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)


        Delaware                                          51-0055023
(State of incorporation)                    (I.R.S. employer identification no.)


                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)


                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)


                        CALPINE CANADA ENERGY FINANCE ULC
               (Exact name of obligor as specified in its charter)


               Nova Scotia
        (State of incorporation)                       Not Applicable
                                            (I.R.S. employer identification no.)


    Suite 800, Purdy's Wharf Tower 1
         1959 Upper Water Street
              P.O. Box 997
          Halifax, Nova Scotia                             B3J 3N2
(Address of principal executive offices)                 (Zip Code)


              Debt Securities of Calpine Canada Energy Finance ULC
                       (Title of the indenture securities)


================================================================================


<PAGE>

ITEM 1.   GENERAL INFORMATION.

                Furnish the following information as to the trustee:

          (a)   Name and address of each examining or supervising authority to
                which it is subject.


                Federal Deposit Insurance Co.        State Bank Commissioner
                Five Penn Center                           Dover, Delaware
                Suite #2901
                Philadelphia, PA

          (b)   Whether it is authorized to exercise corporate trust powers.

                The trustee is authorized to exercise corporate trust powers.

ITEM 2.   AFFILIATIONS WITH THE OBLIGOR.

                If the obligor is an affiliate of the trustee, describe each
affiliation:

                Based upon an examination of the books and records of the
          trustee and upon information furnished by the obligor, the obligor is
          not an affiliate of the trustee.

ITEM 16.  LIST OF EXHIBITS.

                List below all exhibits filed as part of this Statement of
          Eligibility and Qualification.

          A.    Copy of the Charter of Wilmington Trust Company, which includes
                the certificate of authority of Wilmington Trust Company to
                commence business and the authorization of Wilmington Trust
                Company to exercise corporate trust powers.

          B.    Copy of By-Laws of Wilmington Trust Company.

          C.    Consent of Wilmington Trust Company required by Section 321(b)
                of Trust Indenture Act.

          D.    Copy of most recent Report of Condition of Wilmington Trust
                Company.

          Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 11th day
of January, 2002.


                                           WILMINGTON TRUST COMPANY

[SEAL]

Attest:  /s/ S. THOMAS DAVIDSON            By:  /s/ DAVID A. VANASKEY
       ---------------------------            ----------------------------------
        Assistant Secretary                Name:   David A. Vanaskey
                                           Title:  Vice President




                                       2
<PAGE>

                                    EXHIBIT A

                                 AMENDED CHARTER

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                           AS EXISTING ON MAY 9, 1987


<PAGE>

                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

          WILMINGTON TRUST COMPANY, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name
of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed
in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter
or Act of Incorporation of which company has been from time to time amended and
changed by merger agreements pursuant to the corporation law for state banks and
trust companies of the State of Delaware, does hereby alter and amend its
Charter or Act of Incorporation so that the same as so altered and amended shall
in its entirety read as follows:

          FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

          SECOND: - The location of its principal office in the State of
          Delaware is at Rodney Square North, in the City of Wilmington, County
          of New Castle; the name of its resident agent is WILMINGTON TRUST
          COMPANY whose address is Rodney Square North, in said City. In
          addition to such principal office, the said corporation maintains and
          operates branch offices in the City of Newark, New Castle County,
          Delaware, the Town of Newport, New Castle County, Delaware, at
          Claymont, New Castle County, Delaware, at Greenville, New Castle
          County Delaware, and at Milford Cross Roads, New Castle County,
          Delaware, and shall be empowered to open, maintain and operate branch
          offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market
          Street, and 3605 Market Street, all in the City of Wilmington, New
          Castle County, Delaware, and such other branch offices or places of
          business as may be authorized from time to time by the agency or
          agencies of the government of the State of Delaware empowered to
          confer such authority.

          THIRD: - (a) The nature of the business and the objects and purposes
          proposed to be transacted, promoted or carried on by this Corporation
          are to do any or all of the things herein mentioned as fully and to
          the same extent as natural persons might or could do and in any part
          of the world, viz.:

                (1) To sue and be sued, complain and defend in any Court of law
                or equity and to make and use a common seal, and alter the seal
                at pleasure, to hold, purchase, convey, mortgage or otherwise
                deal in real and personal estate and property, and to appoint
                such officers and agents as the business of the Corporation
                shall require, to make by-laws not inconsistent with the
                Constitution or laws of the United States or of this State, to
                discount bills, notes or other evidences of debt, to receive
                deposits of money, or securities for money, to buy gold and
                silver bullion and foreign coins, to buy and sell bills of
                exchange, and generally to use,


<PAGE>

                exercise and enjoy all the powers, rights, privileges and
                franchises incident to a corporation which are proper or
                necessary for the transaction of the business of the Corporation
                hereby created.

                (2) To insure titles to real and personal property, or any
                estate or interests therein, and to guarantee the holder of such
                property, real or personal, against any claim or claims, adverse
                to his interest therein, and to prepare and give certificates of
                title for any lands or premises in the State of Delaware, or
                elsewhere.

                (3) To act as factor, agent, broker or attorney in the receipt,
                collection, custody, investment and management of funds, and the
                purchase, sale, management and disposal of property of all
                descriptions, and to prepare and execute all papers which may be
                necessary or proper in such business.

                (4) To prepare and draw agreements, contracts, deeds, leases,
                conveyances, mortgages, bonds and legal papers of every
                description, and to carry on the business of conveyancing in all
                its branches.

                (5) To receive upon deposit for safekeeping money, jewelry,
                plate, deeds, bonds and any and all other personal property of
                every sort and kind, from executors, administrators, guardians,
                public officers, courts, receivers, assignees, trustees, and
                from all fiduciaries, and from all other persons and
                individuals, and from all corporations whether state, municipal,
                corporate or private, and to rent boxes, safes, vaults and other
                receptacles for such property.

                (6) To act as agent or otherwise for the purpose of registering,
                issuing, certificating, countersigning, transferring or
                underwriting the stock, bonds or other obligations of any
                corporation, association, state or municipality, and may receive
                and manage any sinking fund therefor on such terms as may be
                agreed upon between the two parties, and in like manner may act
                as Treasurer of any corporation or municipality.

                (7) To act as Trustee under any deed of trust, mortgage, bond or
                other instrument issued by any state, municipality, body
                politic, corporation, association or person, either alone or in
                conjunction with any other person or persons, corporation or
                corporations.

                (8) To guarantee the validity, performance or effect of any
                contract or agreement, and the fidelity of persons holding
                places of responsibility or trust; to become surety for any
                person, or persons, for the faithful performance of any trust,
                office, duty, contract or agreement, either by itself or in
                conjunction with any other person, or persons, corporation, or
                corporations, or in like manner become surety upon any bond,
                recognizance, obligation, judgment, suit, order, or




                                       2
<PAGE>

                decree to be entered in any court of record within the State of
                Delaware or elsewhere, or which may now or hereafter be required
                by any law, judge, officer or court in the State of Delaware or
                elsewhere.

                (9) To act by any and every method of appointment as trustee,
                trustee in bankruptcy, receiver, assignee, assignee in
                bankruptcy, executor, administrator, guardian, bailee, or in any
                other trust capacity in the receiving, holding, managing, and
                disposing of any and all estates and property, real, personal or
                mixed, and to be appointed as such trustee, trustee in
                bankruptcy, receiver, assignee, assignee in bankruptcy,
                executor, administrator, guardian or bailee by any persons,
                corporations, court, officer, or authority, in the State of
                Delaware or elsewhere; and whenever this Corporation is so
                appointed by any person, corporation, court, officer or
                authority such trustee, trustee in bankruptcy, receiver,
                assignee, assignee in bankruptcy, executor, administrator,
                guardian, bailee, or in any other trust capacity, it shall not
                be required to give bond with surety, but its capital stock
                shall be taken and held as security for the performance of the
                duties devolving upon it by such appointment.

                (10) And for its care, management and trouble, and the exercise
                of any of its powers hereby given, or for the performance of any
                of the duties which it may undertake or be called upon to
                perform, or for the assumption of any responsibility the said
                Corporation may be entitled to receive a proper compensation.

                (11) To purchase, receive, hold and own bonds, mortgages,
                debentures, shares of capital stock, and other securities,
                obligations, contracts and evidences of indebtedness, of any
                private, public or municipal corporation within and without the
                State of Delaware, or of the Government of the United States, or
                of any state, territory, colony, or possession thereof, or of
                any foreign government or country; to receive, collect, receipt
                for, and dispose of interest, dividends and income upon and from
                any of the bonds, mortgages, debentures, notes, shares of
                capital stock, securities, obligations, contracts, evidences of
                indebtedness and other property held and owned by it, and to
                exercise in respect of all such bonds, mortgages, debentures,
                notes, shares of capital stock, securities, obligations,
                contracts, evidences of indebtedness and other property, any and
                all the rights, powers and privileges of individual owners
                thereof, including the right to vote thereon; to invest and deal
                in and with any of the moneys of the Corporation upon such
                securities and in such manner as it may think fit and proper,
                and from time to time to vary or realize such investments; to
                issue bonds and secure the same by pledges or deeds of trust or
                mortgages of or upon the whole or any part of the property held
                or owned by the Corporation, and to sell and pledge such bonds,
                as and when the Board of Directors shall determine, and in the
                promotion of its said corporate business of investment and to
                the extent authorized by law, to lease, purchase, hold, sell,
                assign, transfer, pledge, mortgage and convey real




                                       3
<PAGE>

                and personal property of any name and nature and any estate or
                interest therein.

          (b) In furtherance of, and not in limitation, of the powers conferred
          by the laws of the State of Delaware, it is hereby expressly provided
          that the said Corporation shall also have the following powers:

                (1) To do any or all of the things herein set forth, to the same
                extent as natural persons might or could do, and in any part of
                the world.

                (2) To acquire the good will, rights, property and franchises
                and to undertake the whole or any part of the assets and
                liabilities of any person, firm, association or corporation, and
                to pay for the same in cash, stock of this Corporation, bonds or
                otherwise; to hold or in any manner to dispose of the whole or
                any part of the property so purchased; to conduct in any lawful
                manner the whole or any part of any business so acquired, and to
                exercise all the powers necessary or convenient in and about the
                conduct and management of such business.

                (3) To take, hold, own, deal in, mortgage or otherwise lien, and
                to lease, sell, exchange, transfer, or in any manner whatever
                dispose of property, real, personal or mixed, wherever situated.

                (4) To enter into, make, perform and carry out contracts of
                every kind with any person, firm, association or corporation,
                and, without limit as to amount, to draw, make, accept, endorse,
                discount, execute and issue promissory notes, drafts, bills of
                exchange, warrants, bonds, debentures, and other negotiable or
                transferable instruments.

                (5) To have one or more offices, to carry on all or any of its
                operations and businesses, without restriction to the same
                extent as natural persons might or could do, to purchase or
                otherwise acquire, to hold, own, to mortgage, sell, convey or
                otherwise dispose of, real and personal property, of every class
                and description, in any State, District, Territory or Colony of
                the United States, and in any foreign country or place.

                (6) It is the intention that the objects, purposes and powers
                specified and clauses contained in this paragraph shall (except
                where otherwise expressed in said paragraph) be nowise limited
                or restricted by reference to or inference from the terms of any
                other clause of this or any other paragraph in this charter, but
                that the objects, purposes and powers specified in each of the
                clauses of this paragraph shall be regarded as independent
                objects, purposes and powers.

          FOURTH: - (a) The total number of shares of all classes of stock which
          the Corporation shall have authority to issue is forty-one million
          (41,000,000) shares, consisting of:




                                       4
<PAGE>

                (1) One million (1,000,000) shares of Preferred stock, par value
                $10.00 per share (hereinafter referred to as "Preferred Stock");
                and

                (2) Forty million (40,000,000) shares of Common Stock, par value
                $1.00 per share (hereinafter referred to as "Common Stock").

          (b) Shares of Preferred Stock may be issued from time to time in one
          or more series as may from time to time be determined by the Board of
          Directors each of said series to be distinctly designated. All shares
          of any one series of Preferred Stock shall be alike in every
          particular, except that there may be different dates from which
          dividends, if any, thereon shall be cumulative, if made cumulative.
          The voting powers and the preferences and relative, participating,
          optional and other special rights of each such series, and the
          qualifications, limitations or restrictions thereof, if any, may
          differ from those of any and all other series at any time outstanding;
          and, subject to the provisions of subparagraph 1 of Paragraph (c) of
          this Article FOURTH, the Board of Directors of the Corporation is
          hereby expressly granted authority to fix by resolution or resolutions
          adopted prior to the issuance of any shares of a particular series of
          Preferred Stock, the voting powers and the designations, preferences
          and relative, optional and other special rights, and the
          qualifications, limitations and restrictions of such series,
          including, but without limiting the generality of the foregoing, the
          following:

                (1) The distinctive designation of, and the number of shares of
                Preferred Stock which shall constitute such series, which number
                may be increased (except where otherwise provided by the Board
                of Directors) or decreased (but not below the number of shares
                thereof then outstanding) from time to time by like action of
                the Board of Directors;

                (2) The rate and times at which, and the terms and conditions on
                which, dividends, if any, on Preferred Stock of such series
                shall be paid, the extent of the preference or relation, if any,
                of such dividends to the dividends payable on any other class or
                classes, or series of the same or other class of stock and
                whether such dividends shall be cumulative or non-cumulative;

                (3) The right, if any, of the holders of Preferred Stock of such
                series to convert the same into or exchange the same for, shares
                of any other class or classes or of any series of the same or
                any other class or classes of stock of the Corporation and the
                terms and conditions of such conversion or exchange;

                (4) Whether or not Preferred Stock of such series shall be
                subject to redemption, and the redemption price or prices and
                the time or times at which, and the terms and conditions on
                which, Preferred Stock of such series may be redeemed.

                (5) The rights, if any, of the holders of Preferred Stock of
                such series upon the voluntary or involuntary liquidation,
                merger, consolidation, distribution or sale




                                       5
<PAGE>

                of assets, dissolution or winding-up, of the Corporation.

                (6) The terms of the sinking fund or redemption or purchase
                account, if any, to be provided for the Preferred Stock of such
                series; and

                (7) The voting powers, if any, of the holders of such series of
                Preferred Stock which may, without limiting the generality of
                the foregoing include the right, voting as a series or by itself
                or together with other series of Preferred Stock or all series
                of Preferred Stock as a class, to elect one or more directors of
                the Corporation if there shall have been a default in the
                payment of dividends on any one or more series of Preferred
                Stock or under such circumstances and on such conditions as the
                Board of Directors may determine.

          (c) (1) After the requirements with respect to preferential dividends
          on the Preferred Stock (fixed in accordance with the provisions of
          section (b) of this Article FOURTH), if any, shall have been met and
          after the Corporation shall have complied with all the requirements,
          if any, with respect to the setting aside of sums as sinking funds or
          redemption or purchase accounts (fixed in accordance with the
          provisions of section (b) of this Article FOURTH), and subject further
          to any conditions which may be fixed in accordance with the provisions
          of section (b) of this Article FOURTH, then and not otherwise the
          holders of Common Stock shall be entitled to receive such dividends as
          may be declared from time to time by the Board of Directors.

                (2) After distribution in full of the preferential amount, if
                any, (fixed in accordance with the provisions of section (b) of
                this Article FOURTH), to be distributed to the holders of
                Preferred Stock in the event of voluntary or involuntary
                liquidation, distribution or sale of assets, dissolution or
                winding-up, of the Corporation, the holders of the Common Stock
                shall be entitled to receive all of the remaining assets of the
                Corporation, tangible and intangible, of whatever kind available
                for distribution to stockholders ratably in proportion to the
                number of shares of Common Stock held by them respectively.

                (3) Except as may otherwise be required by law or by the
                provisions of such resolution or resolutions as may be adopted
                by the Board of Directors pursuant to section (b) of this
                Article FOURTH, each holder of Common Stock shall have one vote
                in respect of each share of Common Stock held on all matters
                voted upon by the stockholders.

          (d) No holder of any of the shares of any class or series of stock or
          of options, warrants or other rights to purchase shares of any class
          or series of stock or of other securities of the Corporation shall
          have any preemptive right to purchase or subscribe for any unissued
          stock of any class or series or any additional shares of any class or
          series to be issued by reason of any increase of the authorized
          capital stock of the Corporation of any class or series, or bonds,
          certificates of indebtedness, debentures or




                                       6
<PAGE>

          other securities convertible into or exchangeable for stock of the
          Corporation of any class or series, or carrying any right to purchase
          stock of any class or series, but any such unissued stock, additional
          authorized issue of shares of any class or series of stock or
          securities convertible into or exchangeable for stock, or carrying any
          right to purchase stock, may be issued and disposed of pursuant to
          resolution of the Board of Directors to such persons, firms,
          corporations or associations, whether such holders or others, and upon
          such terms as may be deemed advisable by the Board of Directors in the
          exercise of its sole discretion.

          (e) The relative powers, preferences and rights of each series of
          Preferred Stock in relation to the relative powers, preferences and
          rights of each other series of Preferred Stock shall, in each case, be
          as fixed from time to time by the Board of Directors in the resolution
          or resolutions adopted pursuant to authority granted in section (b) of
          this Article FOURTH and the consent, by class or series vote or
          otherwise, of the holders of such of the series of Preferred Stock as
          are from time to time outstanding shall not be required for the
          issuance by the Board of Directors of any other series of Preferred
          Stock whether or not the powers, preferences and rights of such other
          series shall be fixed by the Board of Directors as senior to, or on a
          parity with, the powers, preferences and rights of such outstanding
          series, or any of them; provided, however, that the Board of Directors
          may provide in the resolution or resolutions as to any series of
          Preferred Stock adopted pursuant to section (b) of this Article FOURTH
          that the consent of the holders of a majority (or such greater
          proportion as shall be therein fixed) of the outstanding shares of
          such series voting thereon shall be required for the issuance of any
          or all other series of Preferred Stock.

          (f) Subject to the provisions of section (e), shares of any series of
          Preferred Stock may be issued from time to time as the Board of
          Directors of the Corporation shall determine and on such terms and for
          such consideration as shall be fixed by the Board of Directors.

          (g) Shares of Common Stock may be issued from time to time as the
          Board of Directors of the Corporation shall determine and on such
          terms and for such consideration as shall be fixed by the Board of
          Directors.

          (h) The authorized amount of shares of Common Stock and of Preferred
          Stock may, without a class or series vote, be increased or decreased
          from time to time by the affirmative vote of the holders of a majority
          of the stock of the Corporation entitled to vote thereon.

          FIFTH: - (a) The business and affairs of the Corporation shall be
          conducted and managed by a Board of Directors. The number of directors
          constituting the entire Board shall be not less than five nor more
          than twenty-five as fixed from time to time by vote of a majority of
          the whole Board, provided, however, that the number of directors shall
          not be reduced so as to shorten the term of any director at the time
          in




                                       7
<PAGE>

          office, and provided further, that the number of directors
          constituting the whole Board shall be twenty-four until otherwise
          fixed by a majority of the whole Board.

          (b) The Board of Directors shall be divided into three classes, as
          nearly equal in number as the then total number of directors
          constituting the whole Board permits, with the term of office of one
          class expiring each year. At the annual meeting of stockholders in
          1982, directors of the first class shall be elected to hold office for
          a term expiring at the next succeeding annual meeting, directors of
          the second class shall be elected to hold office for a term expiring
          at the second succeeding annual meeting and directors of the third
          class shall be elected to hold office for a term expiring at the third
          succeeding annual meeting. Any vacancies in the Board of Directors for
          any reason, and any newly created directorships resulting from any
          increase in the directors, may be filled by the Board of Directors,
          acting by a majority of the directors then in office, although less
          than a quorum, and any directors so chosen shall hold office until the
          next annual election of directors. At such election, the stockholders
          shall elect a successor to such director to hold office until the next
          election of the class for which such director shall have been chosen
          and until his successor shall be elected and qualified. No decrease in
          the number of directors shall shorten the term of any incumbent
          director.

          (c) Notwithstanding any other provisions of this Charter or Act of
          Incorporation or the By-Laws of the Corporation (and notwithstanding
          the fact that some lesser percentage may be specified by law, this
          Charter or Act of Incorporation or the By-Laws of the Corporation),
          any director or the entire Board of Directors of the Corporation may
          be removed at any time without cause, but only by the affirmative vote
          of the holders of two-thirds or more of the outstanding shares of
          capital stock of the Corporation entitled to vote generally in the
          election of directors (considered for this purpose as one class) cast
          at a meeting of the stockholders called for that purpose.

          (d) Nominations for the election of directors may be made by the Board
          of Directors or by any stockholder entitled to vote for the election
          of directors. Such nominations shall be made by notice in writing,
          delivered or mailed by first class United States mail, postage
          prepaid, to the Secretary of the Corporation not less than 14 days nor
          more than 50 days prior to any meeting of the stockholders called for
          the election of directors; provided, however, that if less than 21
          days' notice of the meeting is given to stockholders, such written
          notice shall be delivered or mailed, as prescribed, to the Secretary
          of the Corporation not later than the close of the seventh day
          following the day on which notice of the meeting was mailed to
          stockholders. Notice of nominations which are proposed by the Board of
          Directors shall be given by the Chairman on behalf of the Board.

          (e) Each notice under subsection (d) shall set forth (i) the name,
          age, business address and, if known, residence address of each nominee
          proposed in such notice, (ii) the principal occupation or employment
          of such nominee and (iii) the number of shares of




                                       8
<PAGE>

          stock of the Corporation which are beneficially owned by each such
          nominee.

          (f) The Chairman of the meeting may, if the facts warrant, determine
          and declare to the meeting that a nomination was not made in
          accordance with the foregoing procedure, and if he should so
          determine, he shall so declare to the meeting and the defective
          nomination shall be disregarded.

          (g) No action required to be taken or which may be taken at any annual
          or special meeting of stockholders of the Corporation may be taken
          without a meeting, and the power of stockholders to consent in
          writing, without a meeting, to the taking of any action is
          specifically denied.

          SIXTH: - The Directors shall choose such officers, agents and servants
          as may be provided in the By-Laws as they may from time to time find
          necessary or proper.

          SEVENTH: - The Corporation hereby created is hereby given the same
          powers, rights and privileges as may be conferred upon corporations
          organized under the Act entitled "An Act Providing a General
          Corporation Law", approved March 10, 1899, as from time to time
          amended.

          EIGHTH: - This Act shall be deemed and taken to be a private Act.

          NINTH: - This Corporation is to have perpetual existence.

          TENTH: - The Board of Directors, by resolution passed by a majority of
          the whole Board, may designate any of their number to constitute an
          Executive Committee, which Committee, to the extent provided in said
          resolution, or in the By-Laws of the Company, shall have and may
          exercise all of the powers of the Board of Directors in the management
          of the business and affairs of the Corporation, and shall have power
          to authorize the seal of the Corporation to be affixed to all papers
          which may require it.

          ELEVENTH: - The private property of the stockholders shall not be
          liable for the payment of corporate debts to any extent whatever.

          TWELFTH: - The Corporation may transact business in any part of the
          world.

          THIRTEENTH: - The Board of Directors of the Corporation is expressly
          authorized to make, alter or repeal the By-Laws of the Corporation by
          a vote of the majority of the entire Board. The stockholders may make,
          alter or repeal any By-Law whether or not adopted by them, provided
          however, that any such additional By-Laws, alterations or repeal may
          be adopted only by the affirmative vote of the holders of two-thirds
          or more of the outstanding shares of capital stock of the Corporation
          entitled to vote generally in the election of directors (considered
          for this purpose as one class).




                                       9
<PAGE>

          FOURTEENTH: - Meetings of the Directors may be held outside of the
          State of Delaware at such places as may be from time to time
          designated by the Board, and the Directors may keep the books of the
          Company outside of the State of Delaware at such places as may be from
          time to time designated by them.

          FIFTEENTH: - (a) (1) In addition to any affirmative vote required by
          law, and except as otherwise expressly provided in sections (b) and
          (c) of this Article FIFTEENTH:

                (A) any merger or consolidation of the Corporation or any
                Subsidiary (as hereinafter defined) with or into (i) any
                Interested Stockholder (as hereinafter defined) or (ii) any
                other corporation (whether or not itself an Interested
                Stockholder), which, after such merger or consolidation, would
                be an Affiliate (as hereinafter defined) of an Interested
                Stockholder, or

                (B) any sale, lease, exchange, mortgage, pledge, transfer or
                other disposition (in one transaction or a series of related
                transactions) to or with any Interested Stockholder or any
                Affiliate of any Interested Stockholder of any assets of the
                Corporation or any Subsidiary having an aggregate fair market
                value of $1,000,000 or more, or

                (C) the issuance or transfer by the Corporation or any
                Subsidiary (in one transaction or a series of related
                transactions) of any securities of the Corporation or any
                Subsidiary to any Interested Stockholder or any Affiliate of any
                Interested Stockholder in exchange for cash, securities or other
                property (or a combination thereof) having an aggregate fair
                market value of $1,000,000 or more, or

                (D) the adoption of any plan or proposal for the liquidation or
                dissolution of the Corporation, or

                (E) any reclassification of securities (including any reverse
                stock split), or recapitalization of the Corporation, or any
                merger or consolidation of the Corporation with any of its
                Subsidiaries or any similar transaction (whether or not with or
                into or otherwise involving an Interested Stockholder) which has
                the effect, directly or indirectly, of increasing the
                proportionate share of the outstanding shares of any class of
                equity or convertible securities of the Corporation or any
                Subsidiary which is directly or indirectly owned by any
                Interested Stockholder, or any Affiliate of any Interested
                Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.




                                       10
<PAGE>

          (2) The term "business combination" as used in this Article FIFTEENTH
          shall mean any transaction which is referred to in any one or more of
          clauses (A) through (E) of paragraph 1 of the section (a).

                (b) The provisions of section (a) of this Article FIFTEENTH
                shall not be applicable to any particular business combination
                and such business combination shall require only such
                affirmative vote as is required by law and any other provisions
                of the Charter or Act of Incorporation or By-Laws if such
                business combination has been approved by a majority of the
                whole Board.

                (c)  For the purposes of this Article FIFTEENTH:

          (1) A "person" shall mean any individual, firm, corporation or other
          entity.

          (2) "Interested Stockholder" shall mean, in respect of any business
          combination, any person (other than the Corporation or any Subsidiary)
          who or which as of the record date for the determination of
          stockholders entitled to notice of and to vote on such business
          combination, or immediately prior to the consummation of any such
          transaction:

                (A) is the beneficial owner, directly or indirectly, of more
                than 10% of the Voting Shares, or

                (B) is an Affiliate of the Corporation and at any time within
                two years prior thereto was the beneficial owner, directly or
                indirectly, of not less than 10% of the then outstanding voting
                Shares, or

                (C) is an assignee of or has otherwise succeeded in any share of
                capital stock of the Corporation which were at any time within
                two years prior thereto beneficially owned by any Interested
                Stockholder, and such assignment or succession shall have
                occurred in the course of a transaction or series of
                transactions not involving a public offering within the meaning
                of the Securities Act of 1933.

          (3)  A person shall be the "beneficial owner" of any Voting Shares:

                (A) which such person or any of its Affiliates and Associates
                (as hereafter defined) beneficially own, directly or indirectly,
                or

                (B) which such person or any of its Affiliates or Associates has
                (i) the right to acquire (whether such right is exercisable
                immediately or only after the passage of time), pursuant to any
                agreement, arrangement or understanding or upon the exercise of
                conversion rights, exchange rights, warrants or options, or
                otherwise,




                                       11
<PAGE>

                or (ii) the right to vote pursuant to any agreement, arrangement
                or understanding, or

                (C) which are beneficially owned, directly or indirectly, by any
                other person with which such first mentioned person or any of
                its Affiliates or Associates has any agreement, arrangement or
                understanding for the purpose of acquiring, holding, voting or
                disposing of any shares of capital stock of the Corporation.

          (4) The outstanding Voting Shares shall include shares deemed owned
          through application of paragraph (3) above but shall not include any
          other Voting Shares which may be issuable pursuant to any agreement,
          or upon exercise of conversion rights, warrants or options or
          otherwise.

          (5) "Affiliate" and "Associate" shall have the respective meanings
          given those terms in Rule 12b-2 of the General Rules and Regulations
          under the Securities Exchange Act of 1934, as in effect on December
          31, 1981.

          (6) "Subsidiary" shall mean any corporation of which a majority of any
          class of equity security (as defined in Rule 3a11-1 of the General
          Rules and Regulations under the Securities Exchange Act of 1934, as in
          effect on December 31, 1981) is owned, directly or indirectly, by the
          Corporation; provided, however, that for the purposes of the
          definition of Investment Stockholder set forth in paragraph (2) of
          this section (c), the term "Subsidiary" shall mean only a corporation
          of which a majority of each class of equity security is owned,
          directly or indirectly, by the Corporation.

                (d) majority of the directors shall have the power and duty to
                determine for the purposes of this Article FIFTEENTH on the
                basis of information known to them, (1) the number of Voting
                Shares beneficially owned by any person (2) whether a person is
                an Affiliate or Associate of another, (3) whether a person has
                an agreement, arrangement or understanding with another as to
                the matters referred to in paragraph (3) of section (c), or (4)
                whether the assets subject to any business combination or the
                consideration received for the issuance or transfer of
                securities by the Corporation, or any Subsidiary has an
                aggregate fair market value of $1,000,000 or more.

                (e) Nothing contained in this Article FIFTEENTH shall be
                construed to relieve any Interested Stockholder from any
                fiduciary obligation imposed by law.

          SIXTEENTH: Notwithstanding any other provision of this Charter or Act
          of Incorporation or the By-Laws of the Corporation (and in addition to
          any other vote that may be required by law, this Charter or Act of
          Incorporation by the By-Laws), the affirmative vote of the holders of
          at least two-thirds of the outstanding shares of the capital stock of
          the Corporation entitled to vote generally in the election of
          directors (considered for this purpose as one class) shall be required
          to amend, alter or repeal any




                                       12
<PAGE>

          provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or SIXTEENTH of
          this Charter or Act of Incorporation.

          SEVENTEENTH: (a) a Director of this Corporation shall not be liable to
          the Corporation or its stockholders for monetary damages for breach of
          fiduciary duty as a Director, except to the extent such exemption from
          liability or limitation thereof is not permitted under the Delaware
          General Corporation Laws as the same exists or may hereafter be
          amended.

                (b) Any repeal or modification of the foregoing paragraph shall
                not adversely affect any right or protection of a Director of
                the Corporation existing hereunder with respect to any act or
                omission occurring prior to the time of such repeal or
                modification."




                                       13
<PAGE>

                                    EXHIBIT B

                                     BY-LAWS

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON FEBRUARY 20, 2000



<PAGE>

                       BY-LAWS OF WILMINGTON TRUST COMPANY

                                    ARTICLE I

                             STOCKHOLDERS' MEETINGS

          Section 1. The Annual Meeting of Stockholders shall be held on the
third Thursday in April each year at the principal office at the Company or at
such other date, time, or place as may be designated by resolution by the Board
of Directors.

          Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

          Section 3. Notice of all meetings of the stockholders shall be given
by mailing to each stockholder at least ten (10) days before said meeting, at
his last known address, a written or printed notice fixing the time and place of
such meeting.

          Section 4. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.


                                   ARTICLE II

                                    DIRECTORS

          Section 1. The authorized number of directors that shall constitute
the Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

          Section 2. Except as provided in these Bylaws or as otherwise required
by law, there shall be no qualifications for election or service as directors of
the Company. In addition to any other provisions of these Bylaws, to be
qualified for nomination for Election or appointment to the Board of Directors
each person must have not attained the age of sixty nine years at the time of
such election or appointment, provided however, the Nominating and Corporate
Governance Committee may waive such qualification as to a particular candidate
otherwise qualified to serve as a director upon a good faith determination by
such committee that such a waiver is in the best interests of the Company and
its stockholders. The Chairman of the Board of Directors shall not be qualified
to continue to serve as a director upon the termination of his or her service in
that


<PAGE>

office for any reason.

          Section 3. The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

          Section 4. The affairs and business of the Company shall be managed
and conducted by the Board of Directors.

          Section 5. The Board of Directors shall meet at the principal office
of the Company or elsewhere in its discretion at such times to be determined by
a majority of its members, or at the call of the Chairman of the Board of
Directors or the President.

          Section 6. Special meetings of the Board of Directors may be called at
any time by the Chairman of the Board of Directors or by the President, and
shall be called upon the written request of a majority of the directors.

          Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

          Section 8. Written notice shall be sent by mail to each director of
any special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

          Section 9. In the event of the death, resignation, removal, inability
to act, or disqualification of any director, the Board of Directors, although
less than a quorum, shall have the right to elect the successor who shall hold
office for the remainder of the full term of the class of directors in which the
vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

          Section 10. The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect from
its own members a Chairman of the Board of Directors and a President who may be
the same person. The Board of Directors shall also elect at such meeting a
Secretary and a Treasurer, who may be the same person, may appoint at any time
such other committees and elect or appoint such other officers as it may deem
advisable. The Board of Directors may also elect at such meeting one or more
Associate Directors.

          Section 11. The Board of Directors may at any time remove, with or
without cause, any member of any Committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

          Section 12. The Board of Directors may designate an officer to be in
charge of such of




                                       2
<PAGE>

the departments or divisions of the Company as it may deem advisable.


                                   ARTICLE III

                                   COMMITTEES

          Section 1. Executive Committee

                    (A) The Executive Committee shall be composed of not more
than nine members who shall be selected by the Board of Directors from its own
members and who shall hold office during the pleasure of the Board.

                    (B) The Executive Committee shall have all the powers of the
Board of Directors when it is not in session to transact all business for and in
behalf of the Company that may be brought before it.

                    (C) The Executive Committee shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members, or at the call of the Chairman of the
Executive Committee or at the call of the Chairman of the Board of Directors.
The majority of its members shall be necessary to constitute a quorum for the
transaction of business. Special meetings of the Executive Committee may be held
at any time when a quorum is present.

                    (D) Minutes of each meeting of the Executive Committee shall
be kept and submitted to the Board of Directors at its next meeting.

                    (E) The Executive Committee shall advise and superintend all
investments that may be made of the funds of the Company, and shall direct the
disposal of the same, in accordance with such rules and regulations as the Board
of Directors from time to time make.

                    (F) In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Company by its directors and officers as contemplated by these By-Laws any
two available members of the Executive Committee as constituted immediately
prior to such disaster shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Company in accordance
with the provisions of Article III of these By-Laws; and if less than three
members of the Trust Committee is constituted immediately prior to such disaster
shall be available for the transaction of its business, such Executive Committee
shall also be empowered to exercise all of the powers reserved to the Trust
Committee under Article III Section 2 hereof. In the event of the
unavailability, at such time, of a minimum of two members of such Executive
Committee, any three available directors shall constitute the Executive
Committee for the full conduct and management of the affairs and business of the
Company in accordance with the foregoing provisions of this Section. This By-Law
shall be subject to implementation by Resolutions of the




                                       3
<PAGE>

Board of Directors presently existing or hereafter passed from time to time for
that purpose, and any provisions of these By-Laws (other than this Section) and
any resolutions which are contrary to the provisions of this Section or to the
provisions of any such implementary Resolutions shall be suspended during such a
disaster period until it shall be determined by any interim Executive Committee
acting under this section that it shall be to the advantage of the Company to
resume the conduct and management of its affairs and business under all of the
other provisions of these By-Laws.

          Section 2. Audit Committee

                    (A) The Audit Committee shall be composed of five members
who shall be selected by the Board of Directors from its own members, none of
whom shall be an officer of the Company, and shall hold office at the pleasure
of the Board.

                    (B) The Audit Committee shall have general supervision over
the Audit Division in all matters however subject to the approval of the Board
of Directors; it shall consider all matters brought to its attention by the
officer in charge of the Audit Division, review all reports of examination of
the Company made by any governmental agency or such independent auditor employed
for that purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.

                    (C) The Audit Committee shall meet whenever and wherever the
majority of its members shall deem it to be proper for the transaction of its
business, and a majority of its Committee shall constitute a quorum.

          Section 3. Compensation Committee

                    (A) The Compensation Committee shall be composed of not more
than five (5) members who shall be selected by the Board of Directors from its
own members who are not officers of the Company and who shall hold office during
the pleasure of the Board.

                    (B) The Compensation Committee shall in general advise upon
all matters of policy concerning the Company brought to its attention by the
management and from time to time review the management of the Company, major
organizational matters, including salaries and employee benefits and
specifically shall administer the Executive Incentive Compensation Plan.

                    (C) Meetings of the Compensation Committee may be called at
any time by the Chairman of the Compensation Committee, the Chairman of the
Board of Directors, or the President of the Company.

          Section 4. Associate Directors




                                       4
<PAGE>

                    (A) Any person who has served as a director may be elected
by the Board of Directors as an associate director, to serve during the pleasure
of the Board.

                    (B) An associate director shall be entitled to attend all
directors meetings and participate in the discussion of all matters brought to
the Board, with the exception that he would have no right to vote. An associate
director will be eligible for appointment to Committees of the Company, with the
exception of the Executive Committee, Audit Committee and Compensation
Committee, which must be comprised solely of active directors.

          Section 5. Absence or Disqualification of Any Member of a Committee

                    (A) In the absence or disqualification of any member of any
Committee created under Article III of the By-Laws of this Company, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.


                                   ARTICLE IV

                                    OFFICERS

          Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and shall
perform such duties as the Board of Directors may from time to time confer and
direct. He shall also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of the Company.

          Section 2. The Vice Chairman of the Board. The Vice Chairman of the
Board of Directors shall preside at all meetings of the Board of Directors at
which the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.

          Section 3. The President shall have the powers and duties pertaining
to the office of the President conferred or imposed upon him by statute or
assigned to him by the Board of Directors. In the absence of the Chairman of the
Board the President shall have the powers and duties of the Chairman of the
Board.

          Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.




                                       5
<PAGE>

          Section 5. There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all the
duties of the Chairman of the Board of Directors and/or the President and such
other powers and duties as may from time to time be assigned to them by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President and by the officer in charge of the department or division to which
they are assigned.

          Section 6. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings and
to recording the same in the minute books of the Company. In addition to the
other notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

          Section 7. The Treasurer shall have general supervision over all
assets and liabilities of the Company. He shall be custodian of and responsible
for all monies, funds and valuables of the Company and for the keeping of proper
records of the evidence of property or indebtedness and of all the transactions
of the Company. He shall have general supervision of the expenditures of the
Company and shall report to the Board of Directors at each regular meeting of
the condition of the Company, and perform such other duties as may be assigned
to him from time to time by the Board of Directors of the Executive Committee.

          Section 8. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors at appropriate times a report
relating to the general condition and internal operations of the Company.

          There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

          Section 9. The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
the Board of Directors.

          There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

          Section 10. There may be one or more officers, subordinate in rank to
all Vice Presidents with such functional titles as shall be determined from time
to time by the Board of




                                       6
<PAGE>

Directors, who shall ex officio hold the office Assistant Secretary of this
Company and who may perform such duties as may be prescribed by the officer in
charge of the department or division to whom they are assigned.

          Section 11. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.


                                    ARTICLE V

                          STOCK AND STOCK CERTIFICATES

          Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

          Section 2. Certificates of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of Directors
and countersigned by the Secretary or Treasurer or an Assistant Secretary, and
the seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new certificate
or certificates shall be issued in lieu thereof. Duplicate certificates of stock
shall be issued only upon giving such security as may be satisfactory to the
Board of Directors or the Executive Committee.

          Section 3. The Board of Directors of the Company is authorized to fix
in advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.


                                   ARTICLE VI

                                      SEAL

          Section 1. The corporate seal of the Company shall be in the following
form:

                    Between two concentric circles the words




                                       7
<PAGE>

                    "Wilmington Trust Company" within the inner
                    circle the words "Wilmington, Delaware."


                                   ARTICLE VII

                                   FISCAL YEAR

          Section 1. The fiscal year of the Company shall be the calendar year.


                                  ARTICLE VIII

                     EXECUTION OF INSTRUMENTS OF THE COMPANY

          Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full power
and authority to enter into, make, sign, execute, acknowledge and/or deliver and
the Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.


                                   ARTICLE IX

               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

          Section 1. Directors and associate directors of the Company, other
than salaried officers of the Company, shall be paid such reasonable honoraria
or fees for attending meetings of the Board of Directors as the Board of
Directors may from time to time determine. Directors and associate directors who
serve as members of committees, other than salaried employees of the Company,
shall be paid such reasonable honoraria or fees for services as members of
committees as the Board of Directors shall from time to time determine and
directors and associate directors may be employed by the Company for such
special services as the Board of Directors may from time to time determine and
shall be paid for such special services so performed reasonable compensation as
may be determined by the Board of Directors.


                                    ARTICLE X

                                 INDEMNIFICATION




                                       8
<PAGE>

          Section 1. (A) The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably
incurred by such person. The Corporation shall indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Corporation.

                    (B) The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided, however,
that the payment of expenses incurred by a Director or officer in his capacity
as a Director or officer in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking by the Director or officer to
repay all amounts advanced if it should be ultimately determined that the
Director or officer is not entitled to be indemnified under this Article or
otherwise.

                    (C) If a claim for indemnification or payment of expenses,
under this Article X is not paid in full within ninety days after a written
claim therefor has been received by the Corporation the claimant may file suit
to recover the unpaid amount of such claim and, if successful in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim. In any
such action the Corporation shall have the burden of proving that the claimant
was not entitled to the requested indemnification of payment of expenses under
applicable law.

                    (D) The rights conferred on any person by this Article X
shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
Directors or otherwise.

                    (E) Any repeal or modification of the foregoing provisions
of this Article X shall not adversely affect any right or protection hereunder
of any person in respect of any act or omission occurring prior to the time of
such repeal or modification.


                                   ARTICLE XI

                            AMENDMENTS TO THE BY-LAWS

          Section 1. These By-Laws may be altered, amended or repealed, in whole
or in part, and any new By-Law or By-Laws adopted at any regular or special
meeting of the Board of




                                       9
<PAGE>

Directors by a vote of the majority of all the members of the Board of Directors
then in office.






                                       10
<PAGE>

                                    EXHIBIT C



                             SECTION 321(b) CONSENT

          Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.



                                            WILMINGTON TRUST COMPANY

Dated: January 11, 2002                     By:   /s/ DAVID A. VANASKEY
                                               ---------------------------------
                                            Name:   David A. Vanaskey
                                            Title:  Vice President


<PAGE>

                                    EXHIBIT D



                                     NOTICE

This form is intended to assist state nonmember banks and savings banks with
state publication requirements. It has not been approved by any state banking
authorities. Refer to your appropriate state banking authorities for your state
publication requirements.


R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

           WILMINGTON TRUST COMPANY                        of     WILMINGTON
----------------------------------------------------------    ------------------
                 Name of Bank                                        City

in the State of DELAWARE , at the close of business on September 30, 2001.


<TABLE>
<CAPTION>
                                                                          Thousands of dollars
<S>                                                                       <C>
ASSETS

Cash and balances due from depository institutions:
        Noninterest-bearing balances and currency and coins............................274,398
        Interest-bearing balances..........................................................  0
Held-to-maturity securities............................................................ 15,956
Available-for-sale securities........................................................1,177,116
Federal funds sold and securities purchased under agreements to resell.................453,981
Loans and lease financing receivables:
        Loans and leases, net of unearned income. . . . . . . 4,879,670
        LESS:  Allowance for loan and lease losses. . . . . .    73,439
        LESS:  Allocated transfer risk reserve. . . . . . . .         0
        Loans and leases, net of unearned income, allowance, and reserve.............4,806,231
Assets held in trading accounts..............................................................0
Premises and fixed assets (including capitalized leases)...............................133,431
Other real estate owned.................................................................   668
Investments in unconsolidated subsidiaries and associated companies......................1,605
Customers' liability to this bank on acceptances outstanding.................................0
Intangible assets:
        a.  Goodwill...................................................................... 217
        b.  Other intangible assets..................................................... 4,230
Other assets.......................................................................... 161,671
Total assets.........................................................................7,029,504
</TABLE>



                                                          CONTINUED ON NEXT PAGE


<PAGE>

<TABLE>
<S>                                                                                 <C>
LIABILITIES

Deposits:
In domestic offices..................................................................5,443,431
        Noninterest-bearing . . . . . . . .  1,067,087
        Interest-bearing. . . . . . . . . .  4,376,344
Federal funds purchased and Securities sold under agreements to repurchase............ 549,060
Trading liabilities (from Schedule RC-D).....................................................0
Other borrowed money (includes mortgage indebtedness and obligations under
   capitalized leases:.................................................................390,810
Bank's liability on acceptances executed and outstanding.....................................0
Subordinated notes and debentures............................................................0
Other liabilities (from Schedule RC-G)................................................ 108,356
Total liabilities....................................................................6,491,657


EQUITY CAPITAL

Perpetual preferred stock and related surplus................................................0
Common Stock...............................................................................500
Surplus (exclude all surplus related to preferred stock)................................62,118
a.  Retained earnings..................................................................459,554
b.  Accumulated other comprehensive income............................................. 15,675
Total equity capital...................................................................537,847
Total liabilities, limited-life preferred stock, and equity capital..................7,029,504
</TABLE>




                                        2
<PAGE>

                                                      Registration No.
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ______


                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)


         Delaware                                        51-0055023
(State of incorporation)                    (I.R.S. employer identification no.)


                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)


                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)


                               CALPINE CORPORATION
               (Exact name of obligor as specified in its charter)


                Delaware                                 77-0212977
        (State of incorporation)            (I.R.S. employer identification no.)


       50 West San Fernando Street
          San Jose, California                              95113
(Address of principal executive offices)                 (Zip Code)


                Guarantees of Calpine Corporation with respect to
              Debt Securities of Calpine Canada Energy Finance ULC
                       (Title of the indenture securities)


================================================================================


<PAGE>

ITEM 1.   GENERAL INFORMATION.

                Furnish the following information as to the trustee:

          (a)   Name and address of each examining or supervising authority to
                which it is subject.


                Federal Deposit Insurance Co.        State Bank Commissioner
                Five Penn Center                           Dover, Delaware
                Suite #2901
                Philadelphia, PA

          (b)   Whether it is authorized to exercise corporate trust powers.

                The trustee is authorized to exercise corporate trust powers.

ITEM 2.   AFFILIATIONS WITH THE OBLIGOR.

                If the obligor is an affiliate of the trustee, describe each
          affiliation:

                Based upon an examination of the books and records of the
          trustee and upon information furnished by the obligor, the obligor is
          not an affiliate of the trustee.

ITEM 16.  LIST OF EXHIBITS.

          List below all exhibits filed as part of this Statement of Eligibility
and Qualification.

          A.    Copy of the Charter of Wilmington Trust Company, which includes
                the certificate of authority of Wilmington Trust Company to
                commence business and the authorization of Wilmington Trust
                Company to exercise corporate trust powers.

          B.    Copy of By-Laws of Wilmington Trust Company.

          C.    Consent of Wilmington Trust Company required by Section 321(b)
                of Trust Indenture Act.

          D.    Copy of most recent Report of Condition of Wilmington Trust
                Company.

          Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 11th day
of January, 2002.



                                            WILMINGTON TRUST COMPANY

[SEAL]


Attest:  /s/ THOMAS DAVIDSON                By:   /s/ DAVID A. VANASKEY
       -----------------------------           ---------------------------------
         Assistant Secretary                      Name:  David A. Vanaskey
                                                         Title: Vice President


<PAGE>

                                    EXHIBIT A

                                 AMENDED CHARTER

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                           AS EXISTING ON MAY 9, 1987


<PAGE>

                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

          WILMINGTON TRUST COMPANY, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name
of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed
in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter
or Act of Incorporation of which company has been from time to time amended and
changed by merger agreements pursuant to the corporation law for state banks and
trust companies of the State of Delaware, does hereby alter and amend its
Charter or Act of Incorporation so that the same as so altered and amended shall
in its entirety read as follows:

          FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

          SECOND: - The location of its principal office in the State of
          Delaware is at Rodney Square North, in the City of Wilmington, County
          of New Castle; the name of its resident agent is WILMINGTON TRUST
          COMPANY whose address is Rodney Square North, in said City. In
          addition to such principal office, the said corporation maintains and
          operates branch offices in the City of Newark, New Castle County,
          Delaware, the Town of Newport, New Castle County, Delaware, at
          Claymont, New Castle County, Delaware, at Greenville, New Castle
          County Delaware, and at Milford Cross Roads, New Castle County,
          Delaware, and shall be empowered to open, maintain and operate branch
          offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market
          Street, and 3605 Market Street, all in the City of Wilmington, New
          Castle County, Delaware, and such other branch offices or places of
          business as may be authorized from time to time by the agency or
          agencies of the government of the State of Delaware empowered to
          confer such authority.

          THIRD: - (a) The nature of the business and the objects and purposes
          proposed to be transacted, promoted or carried on by this Corporation
          are to do any or all of the things herein mentioned as fully and to
          the same extent as natural persons might or could do and in any part
          of the world, viz.:

                (1) To sue and be sued, complain and defend in any Court of law
                or equity and to make and use a common seal, and alter the seal
                at pleasure, to hold, purchase, convey, mortgage or otherwise
                deal in real and personal estate and property, and to appoint
                such officers and agents as the business of the Corporation
                shall require, to make by-laws not inconsistent with the
                Constitution or laws of the United States or of this State, to
                discount bills, notes or other evidences of debt, to receive
                deposits of money, or securities for money, to buy gold and
                silver bullion and foreign coins, to buy and sell bills of
                exchange, and generally to use,


<PAGE>

                exercise and enjoy all the powers, rights, privileges and
                franchises incident to a corporation which are proper or
                necessary for the transaction of the business of the Corporation
                hereby created.

                (2) To insure titles to real and personal property, or any
                estate or interests therein, and to guarantee the holder of such
                property, real or personal, against any claim or claims, adverse
                to his interest therein, and to prepare and give certificates of
                title for any lands or premises in the State of Delaware, or
                elsewhere.

                (3) To act as factor, agent, broker or attorney in the receipt,
                collection, custody, investment and management of funds, and the
                purchase, sale, management and disposal of property of all
                descriptions, and to prepare and execute all papers which may be
                necessary or proper in such business.

                (4) To prepare and draw agreements, contracts, deeds, leases,
                conveyances, mortgages, bonds and legal papers of every
                description, and to carry on the business of conveyancing in all
                its branches.

                (5) To receive upon deposit for safekeeping money, jewelry,
                plate, deeds, bonds and any and all other personal property of
                every sort and kind, from executors, administrators, guardians,
                public officers, courts, receivers, assignees, trustees, and
                from all fiduciaries, and from all other persons and
                individuals, and from all corporations whether state, municipal,
                corporate or private, and to rent boxes, safes, vaults and other
                receptacles for such property.

                (6) To act as agent or otherwise for the purpose of registering,
                issuing, certificating, countersigning, transferring or
                underwriting the stock, bonds or other obligations of any
                corporation, association, state or municipality, and may receive
                and manage any sinking fund therefor on such terms as may be
                agreed upon between the two parties, and in like manner may act
                as Treasurer of any corporation or municipality.

                (7) To act as Trustee under any deed of trust, mortgage, bond or
                other instrument issued by any state, municipality, body
                politic, corporation, association or person, either alone or in
                conjunction with any other person or persons, corporation or
                corporations.

                (8) To guarantee the validity, performance or effect of any
                contract or agreement, and the fidelity of persons holding
                places of responsibility or trust; to become surety for any
                person, or persons, for the faithful performance of any trust,
                office, duty, contract or agreement, either by itself or in
                conjunction with any other person, or persons, corporation, or
                corporations, or in like manner become surety upon any bond,
                recognizance, obligation, judgment, suit, order, or




                                       2
<PAGE>

                decree to be entered in any court of record within the State of
                Delaware or elsewhere, or which may now or hereafter be required
                by any law, judge, officer or court in the State of Delaware or
                elsewhere.

                (9) To act by any and every method of appointment as trustee,
                trustee in bankruptcy, receiver, assignee, assignee in
                bankruptcy, executor, administrator, guardian, bailee, or in any
                other trust capacity in the receiving, holding, managing, and
                disposing of any and all estates and property, real, personal or
                mixed, and to be appointed as such trustee, trustee in
                bankruptcy, receiver, assignee, assignee in bankruptcy,
                executor, administrator, guardian or bailee by any persons,
                corporations, court, officer, or authority, in the State of
                Delaware or elsewhere; and whenever this Corporation is so
                appointed by any person, corporation, court, officer or
                authority such trustee, trustee in bankruptcy, receiver,
                assignee, assignee in bankruptcy, executor, administrator,
                guardian, bailee, or in any other trust capacity, it shall not
                be required to give bond with surety, but its capital stock
                shall be taken and held as security for the performance of the
                duties devolving upon it by such appointment.

                (10) And for its care, management and trouble, and the exercise
                of any of its powers hereby given, or for the performance of any
                of the duties which it may undertake or be called upon to
                perform, or for the assumption of any responsibility the said
                Corporation may be entitled to receive a proper compensation.

                (11) To purchase, receive, hold and own bonds, mortgages,
                debentures, shares of capital stock, and other securities,
                obligations, contracts and evidences of indebtedness, of any
                private, public or municipal corporation within and without the
                State of Delaware, or of the Government of the United States, or
                of any state, territory, colony, or possession thereof, or of
                any foreign government or country; to receive, collect, receipt
                for, and dispose of interest, dividends and income upon and from
                any of the bonds, mortgages, debentures, notes, shares of
                capital stock, securities, obligations, contracts, evidences of
                indebtedness and other property held and owned by it, and to
                exercise in respect of all such bonds, mortgages, debentures,
                notes, shares of capital stock, securities, obligations,
                contracts, evidences of indebtedness and other property, any and
                all the rights, powers and privileges of individual owners
                thereof, including the right to vote thereon; to invest and deal
                in and with any of the moneys of the Corporation upon such
                securities and in such manner as it may think fit and proper,
                and from time to time to vary or realize such investments; to
                issue bonds and secure the same by pledges or deeds of trust or
                mortgages of or upon the whole or any part of the property held
                or owned by the Corporation, and to sell and pledge such bonds,
                as and when the Board of Directors shall determine, and in the
                promotion of its said corporate business of investment and to
                the extent authorized by law, to lease, purchase, hold, sell,
                assign, transfer, pledge, mortgage and convey real




                                       3
<PAGE>

                and personal property of any name and nature and any estate or
                interest therein.

          (b) In furtherance of, and not in limitation, of the powers conferred
          by the laws of the State of Delaware, it is hereby expressly provided
          that the said Corporation shall also have the following powers:

                (1) To do any or all of the things herein set forth, to the same
                extent as natural persons might or could do, and in any part of
                the world.

                (2) To acquire the good will, rights, property and franchises
                and to undertake the whole or any part of the assets and
                liabilities of any person, firm, association or corporation, and
                to pay for the same in cash, stock of this Corporation, bonds or
                otherwise; to hold or in any manner to dispose of the whole or
                any part of the property so purchased; to conduct in any lawful
                manner the whole or any part of any business so acquired, and to
                exercise all the powers necessary or convenient in and about the
                conduct and management of such business.

                (3) To take, hold, own, deal in, mortgage or otherwise lien, and
                to lease, sell, exchange, transfer, or in any manner whatever
                dispose of property, real, personal or mixed, wherever situated.

                (4) To enter into, make, perform and carry out contracts of
                every kind with any person, firm, association or corporation,
                and, without limit as to amount, to draw, make, accept, endorse,
                discount, execute and issue promissory notes, drafts, bills of
                exchange, warrants, bonds, debentures, and other negotiable or
                transferable instruments.

                (5) To have one or more offices, to carry on all or any of its
                operations and businesses, without restriction to the same
                extent as natural persons might or could do, to purchase or
                otherwise acquire, to hold, own, to mortgage, sell, convey or
                otherwise dispose of, real and personal property, of every class
                and description, in any State, District, Territory or Colony of
                the United States, and in any foreign country or place.

                (6) It is the intention that the objects, purposes and powers
                specified and clauses contained in this paragraph shall (except
                where otherwise expressed in said paragraph) be nowise limited
                or restricted by reference to or inference from the terms of any
                other clause of this or any other paragraph in this charter, but
                that the objects, purposes and powers specified in each of the
                clauses of this paragraph shall be regarded as independent
                objects, purposes and powers.

          FOURTH: - (a) The total number of shares of all classes of stock which
          the Corporation shall have authority to issue is forty-one million
          (41,000,000) shares, consisting of:




                                       4
<PAGE>

                (1) One million (1,000,000) shares of Preferred stock, par value
                $10.00 per share (hereinafter referred to as "Preferred Stock");
                and

                (2) Forty million (40,000,000) shares of Common Stock, par value
                $1.00 per share (hereinafter referred to as "Common Stock").

          (b) Shares of Preferred Stock may be issued from time to time in one
          or more series as may from time to time be determined by the Board of
          Directors each of said series to be distinctly designated. All shares
          of any one series of Preferred Stock shall be alike in every
          particular, except that there may be different dates from which
          dividends, if any, thereon shall be cumulative, if made cumulative.
          The voting powers and the preferences and relative, participating,
          optional and other special rights of each such series, and the
          qualifications, limitations or restrictions thereof, if any, may
          differ from those of any and all other series at any time outstanding;
          and, subject to the provisions of subparagraph 1 of Paragraph (c) of
          this Article FOURTH, the Board of Directors of the Corporation is
          hereby expressly granted authority to fix by resolution or resolutions
          adopted prior to the issuance of any shares of a particular series of
          Preferred Stock, the voting powers and the designations, preferences
          and relative, optional and other special rights, and the
          qualifications, limitations and restrictions of such series,
          including, but without limiting the generality of the foregoing, the
          following:

                (1) The distinctive designation of, and the number of shares of
                Preferred Stock which shall constitute such series, which number
                may be increased (except where otherwise provided by the Board
                of Directors) or decreased (but not below the number of shares
                thereof then outstanding) from time to time by like action of
                the Board of Directors;

                (2) The rate and times at which, and the terms and conditions on
                which, dividends, if any, on Preferred Stock of such series
                shall be paid, the extent of the preference or relation, if any,
                of such dividends to the dividends payable on any other class or
                classes, or series of the same or other class of stock and
                whether such dividends shall be cumulative or non-cumulative;

                (3) The right, if any, of the holders of Preferred Stock of such
                series to convert the same into or exchange the same for, shares
                of any other class or classes or of any series of the same or
                any other class or classes of stock of the Corporation and the
                terms and conditions of such conversion or exchange;

                (4) Whether or not Preferred Stock of such series shall be
                subject to redemption, and the redemption price or prices and
                the time or times at which, and the terms and conditions on
                which, Preferred Stock of such series may be redeemed.

                (5) The rights, if any, of the holders of Preferred Stock of
                such series upon the voluntary or involuntary liquidation,
                merger, consolidation, distribution or sale




                                       5
<PAGE>

                of assets, dissolution or winding-up, of the Corporation.

                (6) The terms of the sinking fund or redemption or purchase
                account, if any, to be provided for the Preferred Stock of such
                series; and

                (7) The voting powers, if any, of the holders of such series of
                Preferred Stock which may, without limiting the generality of
                the foregoing include the right, voting as a series or by itself
                or together with other series of Preferred Stock or all series
                of Preferred Stock as a class, to elect one or more directors of
                the Corporation if there shall have been a default in the
                payment of dividends on any one or more series of Preferred
                Stock or under such circumstances and on such conditions as the
                Board of Directors may determine.

          (c) (1) After the requirements with respect to preferential dividends
          on the Preferred Stock (fixed in accordance with the provisions of
          section (b) of this Article FOURTH), if any, shall have been met and
          after the Corporation shall have complied with all the requirements,
          if any, with respect to the setting aside of sums as sinking funds or
          redemption or purchase accounts (fixed in accordance with the
          provisions of section (b) of this Article FOURTH), and subject further
          to any conditions which may be fixed in accordance with the provisions
          of section (b) of this Article FOURTH, then and not otherwise the
          holders of Common Stock shall be entitled to receive such dividends as
          may be declared from time to time by the Board of Directors.

                (2) After distribution in full of the preferential amount, if
                any, (fixed in accordance with the provisions of section (b) of
                this Article FOURTH), to be distributed to the holders of
                Preferred Stock in the event of voluntary or involuntary
                liquidation, distribution or sale of assets, dissolution or
                winding-up, of the Corporation, the holders of the Common Stock
                shall be entitled to receive all of the remaining assets of the
                Corporation, tangible and intangible, of whatever kind available
                for distribution to stockholders ratably in proportion to the
                number of shares of Common Stock held by them respectively.

                (3) Except as may otherwise be required by law or by the
                provisions of such resolution or resolutions as may be adopted
                by the Board of Directors pursuant to section (b) of this
                Article FOURTH, each holder of Common Stock shall have one vote
                in respect of each share of Common Stock held on all matters
                voted upon by the stockholders.

          (d) No holder of any of the shares of any class or series of stock or
          of options, warrants or other rights to purchase shares of any class
          or series of stock or of other securities of the Corporation shall
          have any preemptive right to purchase or subscribe for any unissued
          stock of any class or series or any additional shares of any class or
          series to be issued by reason of any increase of the authorized
          capital stock of the Corporation of any class or series, or bonds,
          certificates of indebtedness, debentures or




                                       6
<PAGE>

          other securities convertible into or exchangeable for stock of the
          Corporation of any class or series, or carrying any right to purchase
          stock of any class or series, but any such unissued stock, additional
          authorized issue of shares of any class or series of stock or
          securities convertible into or exchangeable for stock, or carrying any
          right to purchase stock, may be issued and disposed of pursuant to
          resolution of the Board of Directors to such persons, firms,
          corporations or associations, whether such holders or others, and upon
          such terms as may be deemed advisable by the Board of Directors in the
          exercise of its sole discretion.

          (e) The relative powers, preferences and rights of each series of
          Preferred Stock in relation to the relative powers, preferences and
          rights of each other series of Preferred Stock shall, in each case, be
          as fixed from time to time by the Board of Directors in the resolution
          or resolutions adopted pursuant to authority granted in section (b) of
          this Article FOURTH and the consent, by class or series vote or
          otherwise, of the holders of such of the series of Preferred Stock as
          are from time to time outstanding shall not be required for the
          issuance by the Board of Directors of any other series of Preferred
          Stock whether or not the powers, preferences and rights of such other
          series shall be fixed by the Board of Directors as senior to, or on a
          parity with, the powers, preferences and rights of such outstanding
          series, or any of them; provided, however, that the Board of Directors
          may provide in the resolution or resolutions as to any series of
          Preferred Stock adopted pursuant to section (b) of this Article FOURTH
          that the consent of the holders of a majority (or such greater
          proportion as shall be therein fixed) of the outstanding shares of
          such series voting thereon shall be required for the issuance of any
          or all other series of Preferred Stock.

          (f) Subject to the provisions of section (e), shares of any series of
          Preferred Stock may be issued from time to time as the Board of
          Directors of the Corporation shall determine and on such terms and for
          such consideration as shall be fixed by the Board of Directors.

          (g) Shares of Common Stock may be issued from time to time as the
          Board of Directors of the Corporation shall determine and on such
          terms and for such consideration as shall be fixed by the Board of
          Directors.

          (h) The authorized amount of shares of Common Stock and of Preferred
          Stock may, without a class or series vote, be increased or decreased
          from time to time by the affirmative vote of the holders of a majority
          of the stock of the Corporation entitled to vote thereon.

          FIFTH: - (a) The business and affairs of the Corporation shall be
          conducted and managed by a Board of Directors. The number of directors
          constituting the entire Board shall be not less than five nor more
          than twenty-five as fixed from time to time by vote of a majority of
          the whole Board, provided, however, that the number of directors shall
          not be reduced so as to shorten the term of any director at the time
          in




                                       7
<PAGE>

          office, and provided further, that the number of directors
          constituting the whole Board shall be twenty-four until otherwise
          fixed by a majority of the whole Board.

          (b) The Board of Directors shall be divided into three classes, as
          nearly equal in number as the then total number of directors
          constituting the whole Board permits, with the term of office of one
          class expiring each year. At the annual meeting of stockholders in
          1982, directors of the first class shall be elected to hold office for
          a term expiring at the next succeeding annual meeting, directors of
          the second class shall be elected to hold office for a term expiring
          at the second succeeding annual meeting and directors of the third
          class shall be elected to hold office for a term expiring at the third
          succeeding annual meeting. Any vacancies in the Board of Directors for
          any reason, and any newly created directorships resulting from any
          increase in the directors, may be filled by the Board of Directors,
          acting by a majority of the directors then in office, although less
          than a quorum, and any directors so chosen shall hold office until the
          next annual election of directors. At such election, the stockholders
          shall elect a successor to such director to hold office until the next
          election of the class for which such director shall have been chosen
          and until his successor shall be elected and qualified. No decrease in
          the number of directors shall shorten the term of any incumbent
          director.

          (c) Notwithstanding any other provisions of this Charter or Act of
          Incorporation or the By-Laws of the Corporation (and notwithstanding
          the fact that some lesser percentage may be specified by law, this
          Charter or Act of Incorporation or the By-Laws of the Corporation),
          any director or the entire Board of Directors of the Corporation may
          be removed at any time without cause, but only by the affirmative vote
          of the holders of two-thirds or more of the outstanding shares of
          capital stock of the Corporation entitled to vote generally in the
          election of directors (considered for this purpose as one class) cast
          at a meeting of the stockholders called for that purpose.

          (d) Nominations for the election of directors may be made by the Board
          of Directors or by any stockholder entitled to vote for the election
          of directors. Such nominations shall be made by notice in writing,
          delivered or mailed by first class United States mail, postage
          prepaid, to the Secretary of the Corporation not less than 14 days nor
          more than 50 days prior to any meeting of the stockholders called for
          the election of directors; provided, however, that if less than 21
          days' notice of the meeting is given to stockholders, such written
          notice shall be delivered or mailed, as prescribed, to the Secretary
          of the Corporation not later than the close of the seventh day
          following the day on which notice of the meeting was mailed to
          stockholders. Notice of nominations which are proposed by the Board of
          Directors shall be given by the Chairman on behalf of the Board.

          (e) Each notice under subsection (d) shall set forth (i) the name,
          age, business address and, if known, residence address of each nominee
          proposed in such notice, (ii) the principal occupation or employment
          of such nominee and (iii) the number of shares of




                                       8
<PAGE>

          stock of the Corporation which are beneficially owned by each such
          nominee.

          (f) The Chairman of the meeting may, if the facts warrant, determine
          and declare to the meeting that a nomination was not made in
          accordance with the foregoing procedure, and if he should so
          determine, he shall so declare to the meeting and the defective
          nomination shall be disregarded.

          (g) No action required to be taken or which may be taken at any annual
          or special meeting of stockholders of the Corporation may be taken
          without a meeting, and the power of stockholders to consent in
          writing, without a meeting, to the taking of any action is
          specifically denied.

          SIXTH: - The Directors shall choose such officers, agents and servants
          as may be provided in the By-Laws as they may from time to time find
          necessary or proper.

          SEVENTH: - The Corporation hereby created is hereby given the same
          powers, rights and privileges as may be conferred upon corporations
          organized under the Act entitled "An Act Providing a General
          Corporation Law", approved March 10, 1899, as from time to time
          amended.

          EIGHTH: - This Act shall be deemed and taken to be a private Act.

          NINTH: - This Corporation is to have perpetual existence.

          TENTH: - The Board of Directors, by resolution passed by a majority of
          the whole Board, may designate any of their number to constitute an
          Executive Committee, which Committee, to the extent provided in said
          resolution, or in the By-Laws of the Company, shall have and may
          exercise all of the powers of the Board of Directors in the management
          of the business and affairs of the Corporation, and shall have power
          to authorize the seal of the Corporation to be affixed to all papers
          which may require it.

          ELEVENTH: - The private property of the stockholders shall not be
          liable for the payment of corporate debts to any extent whatever.

          TWELFTH: - The Corporation may transact business in any part of the
          world.

          THIRTEENTH: - The Board of Directors of the Corporation is expressly
          authorized to make, alter or repeal the By-Laws of the Corporation by
          a vote of the majority of the entire Board. The stockholders may make,
          alter or repeal any By-Law whether or not adopted by them, provided
          however, that any such additional By-Laws, alterations or repeal may
          be adopted only by the affirmative vote of the holders of two-thirds
          or more of the outstanding shares of capital stock of the Corporation
          entitled to vote generally in the election of directors (considered
          for this purpose as one class).




                                       9
<PAGE>

          FOURTEENTH: - Meetings of the Directors may be held outside of the
          State of Delaware at such places as may be from time to time
          designated by the Board, and the Directors may keep the books of the
          Company outside of the State of Delaware at such places as may be from
          time to time designated by them.

          FIFTEENTH: - (a) (1) In addition to any affirmative vote required by
          law, and except as otherwise expressly provided in sections (b) and
          (c) of this Article FIFTEENTH:

                (A) any merger or consolidation of the Corporation or any
                Subsidiary (as hereinafter defined) with or into (i) any
                Interested Stockholder (as hereinafter defined) or (ii) any
                other corporation (whether or not itself an Interested
                Stockholder), which, after such merger or consolidation, would
                be an Affiliate (as hereinafter defined) of an Interested
                Stockholder, or

                (B) any sale, lease, exchange, mortgage, pledge, transfer or
                other disposition (in one transaction or a series of related
                transactions) to or with any Interested Stockholder or any
                Affiliate of any Interested Stockholder of any assets of the
                Corporation or any Subsidiary having an aggregate fair market
                value of $1,000,000 or more, or

                (C) the issuance or transfer by the Corporation or any
                Subsidiary (in one transaction or a series of related
                transactions) of any securities of the Corporation or any
                Subsidiary to any Interested Stockholder or any Affiliate of any
                Interested Stockholder in exchange for cash, securities or other
                property (or a combination thereof) having an aggregate fair
                market value of $1,000,000 or more, or

                (D) the adoption of any plan or proposal for the liquidation or
                dissolution of the Corporation, or

                (E) any reclassification of securities (including any reverse
                stock split), or recapitalization of the Corporation, or any
                merger or consolidation of the Corporation with any of its
                Subsidiaries or any similar transaction (whether or not with or
                into or otherwise involving an Interested Stockholder) which has
                the effect, directly or indirectly, of increasing the
                proportionate share of the outstanding shares of any class of
                equity or convertible securities of the Corporation or any
                Subsidiary which is directly or indirectly owned by any
                Interested Stockholder, or any Affiliate of any Interested
                Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.




                                       10
<PAGE>

                  (2) The term "business combination" as used in this Article
                  FIFTEENTH shall mean any transaction which is referred to in
                  any one or more of clauses (A) through (E) of paragraph 1 of
                  the section (a).

                (b) The provisions of section (a) of this Article FIFTEENTH
                shall not be applicable to any particular business combination
                and such business combination shall require only such
                affirmative vote as is required by law and any other provisions
                of the Charter or Act of Incorporation or By-Laws if such
                business combination has been approved by a majority of the
                whole Board.

                (c) For the purposes of this Article FIFTEENTH:

          (1) A "person" shall mean any individual, firm, corporation or other
          entity.

          (2) "Interested Stockholder" shall mean, in respect of any business
          combination, any person (other than the Corporation or any Subsidiary)
          who or which as of the record date for the determination of
          stockholders entitled to notice of and to vote on such business
          combination, or immediately prior to the consummation of any such
          transaction:

                (A) is the beneficial owner, directly or indirectly, of more
                than 10% of the Voting Shares, or

                (B) is an Affiliate of the Corporation and at any time within
                two years prior thereto was the beneficial owner, directly or
                indirectly, of not less than 10% of the then outstanding voting
                Shares, or

                (C) is an assignee of or has otherwise succeeded in any share of
                capital stock of the Corporation which were at any time within
                two years prior thereto beneficially owned by any Interested
                Stockholder, and such assignment or succession shall have
                occurred in the course of a transaction or series of
                transactions not involving a public offering within the meaning
                of the Securities Act of 1933.

          (3) A person shall be the "beneficial owner" of any Voting Shares:

                (A) which such person or any of its Affiliates and Associates
                (as hereafter defined) beneficially own, directly or indirectly,
                or

                (B) which such person or any of its Affiliates or Associates has
                (i) the right to acquire (whether such right is exercisable
                immediately or only after the passage of time), pursuant to any
                agreement, arrangement or understanding or upon the exercise of
                conversion rights, exchange rights, warrants or options, or
                otherwise,




                                       11
<PAGE>

                or (ii) the right to vote pursuant to any agreement, arrangement
                or understanding, or

                (C) which are beneficially owned, directly or indirectly, by any
                other person with which such first mentioned person or any of
                its Affiliates or Associates has any agreement, arrangement or
                understanding for the purpose of acquiring, holding, voting or
                disposing of any shares of capital stock of the Corporation.

          (4) The outstanding Voting Shares shall include shares deemed owned
          through application of paragraph (3) above but shall not include any
          other Voting Shares which may be issuable pursuant to any agreement,
          or upon exercise of conversion rights, warrants or options or
          otherwise.

          (5) "Affiliate" and "Associate" shall have the respective meanings
          given those terms in Rule 12b-2 of the General Rules and Regulations
          under the Securities Exchange Act of 1934, as in effect on December
          31, 1981.

          (6) "Subsidiary" shall mean any corporation of which a majority of any
          class of equity security (as defined in Rule 3a11-1 of the General
          Rules and Regulations under the Securities Exchange Act of 1934, as in
          effect on December 31, 1981) is owned, directly or indirectly, by the
          Corporation; provided, however, that for the purposes of the
          definition of Investment Stockholder set forth in paragraph (2) of
          this section (c), the term "Subsidiary" shall mean only a corporation
          of which a majority of each class of equity security is owned,
          directly or indirectly, by the Corporation.

                (d) majority of the directors shall have the power and duty to
                determine for the purposes of this Article FIFTEENTH on the
                basis of information known to them, (1) the number of Voting
                Shares beneficially owned by any person (2) whether a person is
                an Affiliate or Associate of another, (3) whether a person has
                an agreement, arrangement or understanding with another as to
                the matters referred to in paragraph (3) of section (c), or (4)
                whether the assets subject to any business combination or the
                consideration received for the issuance or transfer of
                securities by the Corporation, or any Subsidiary has an
                aggregate fair market value of $1,000,000 or more.

                (e) Nothing contained in this Article FIFTEENTH shall be
                construed to relieve any Interested Stockholder from any
                fiduciary obligation imposed by law.

          SIXTEENTH: Notwithstanding any other provision of this Charter or Act
          of Incorporation or the By-Laws of the Corporation (and in addition to
          any other vote that may be required by law, this Charter or Act of
          Incorporation by the By-Laws), the affirmative vote of the holders of
          at least two-thirds of the outstanding shares of the capital stock of
          the Corporation entitled to vote generally in the election of
          directors (considered for this purpose as one class) shall be required
          to amend, alter or repeal




                                       12
<PAGE>

          any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or SIXTEENTH of
          this Charter or Act of Incorporation.

          SEVENTEENTH: (a) a Director of this Corporation shall not be liable to
          the Corporation or its stockholders for monetary damages for breach of
          fiduciary duty as a Director, except to the extent such exemption from
          liability or limitation thereof is not permitted under the Delaware
          General Corporation Laws as the same exists or may hereafter be
          amended.

                (b) Any repeal or modification of the foregoing paragraph shall
                not adversely affect any right or protection of a Director of
                the Corporation existing hereunder with respect to any act or
                omission occurring prior to the time of such repeal or
                modification."





                                       13
<PAGE>

                                    EXHIBIT B

                                     BY-LAWS

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON FEBRUARY 20, 2000


<PAGE>

                       BY-LAWS OF WILMINGTON TRUST COMPANY

                                    ARTICLE I

                             STOCKHOLDERS' MEETINGS

          Section 1. The Annual Meeting of Stockholders shall be held on the
third Thursday in April each year at the principal office at the Company or at
such other date, time, or place as may be designated by resolution by the Board
of Directors.

          Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

          Section 3. Notice of all meetings of the stockholders shall be given
by mailing to each stockholder at least ten (10) days before said meeting, at
his last known address, a written or printed notice fixing the time and place of
such meeting.

          Section 4. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.


                                   ARTICLE II

                                    DIRECTORS

          Section 1. The authorized number of directors that shall constitute
the Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

          Section 2. Except as provided in these Bylaws or as otherwise required
by law, there shall be no qualifications for election or service as directors of
the Company. In addition to any other provisions of these Bylaws, to be
qualified for nomination for Election or appointment to the Board of Directors
each person must have not attained the age of sixty nine years at the time of
such election or appointment, provided however, the Nominating and Corporate
Governance Committee may waive such qualification as to a particular candidate
otherwise qualified to serve as a director upon a good faith determination by
such committee that such a waiver is in the best interests of the Company and
its stockholders. The Chairman of the Board of Directors shall not be qualified
to continue to serve as a director upon the termination of his or her service in
that


<PAGE>

office for any reason.

          Section 3. The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

          Section 4. The affairs and business of the Company shall be managed
and conducted by the Board of Directors.

          Section 5. The Board of Directors shall meet at the principal office
of the Company or elsewhere in its discretion at such times to be determined by
a majority of its members, or at the call of the Chairman of the Board of
Directors or the President.

          Section 6. Special meetings of the Board of Directors may be called at
any time by the Chairman of the Board of Directors or by the President, and
shall be called upon the written request of a majority of the directors.

          Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

          Section 8. Written notice shall be sent by mail to each director of
any special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

          Section 9. In the event of the death, resignation, removal, inability
to act, or disqualification of any director, the Board of Directors, although
less than a quorum, shall have the right to elect the successor who shall hold
office for the remainder of the full term of the class of directors in which the
vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

          Section 10. The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect from
its own members a Chairman of the Board of Directors and a President who may be
the same person. The Board of Directors shall also elect at such meeting a
Secretary and a Treasurer, who may be the same person, may appoint at any time
such other committees and elect or appoint such other officers as it may deem
advisable. The Board of Directors may also elect at such meeting one or more
Associate Directors.

          Section 11. The Board of Directors may at any time remove, with or
without cause, any member of any Committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

          Section 12. The Board of Directors may designate an officer to be in
charge of such of




                                       2
<PAGE>

the departments or divisions of the Company as it may deem advisable.


                                   ARTICLE III

                                   COMMITTEES

          Section 1. Executive Committee

                    (A) The Executive Committee shall be composed of not more
than nine members who shall be selected by the Board of Directors from its own
members and who shall hold office during the pleasure of the Board.

                    (B) The Executive Committee shall have all the powers of the
Board of Directors when it is not in session to transact all business for and in
behalf of the Company that may be brought before it.

                    (C) The Executive Committee shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members, or at the call of the Chairman of the
Executive Committee or at the call of the Chairman of the Board of Directors.
The majority of its members shall be necessary to constitute a quorum for the
transaction of business. Special meetings of the Executive Committee may be held
at any time when a quorum is present.

                    (D) Minutes of each meeting of the Executive Committee shall
be kept and submitted to the Board of Directors at its next meeting.

                    (E) The Executive Committee shall advise and superintend all
investments that may be made of the funds of the Company, and shall direct the
disposal of the same, in accordance with such rules and regulations as the Board
of Directors from time to time make.

                    (F) In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Company by its directors and officers as contemplated by these By-Laws any
two available members of the Executive Committee as constituted immediately
prior to such disaster shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Company in accordance
with the provisions of Article III of these By-Laws; and if less than three
members of the Trust Committee is constituted immediately prior to such disaster
shall be available for the transaction of its business, such Executive Committee
shall also be empowered to exercise all of the powers reserved to the Trust
Committee under Article III Section 2 hereof. In the event of the
unavailability, at such time, of a minimum of two members of such Executive
Committee, any three available directors shall constitute the Executive
Committee for the full conduct and management of the affairs and business of the
Company in accordance with the foregoing provisions of this Section. This By-Law
shall be subject to implementation by Resolutions of the




                                       3
<PAGE>

Board of Directors presently existing or hereafter passed from time to time for
that purpose, and any provisions of these By-Laws (other than this Section) and
any resolutions which are contrary to the provisions of this Section or to the
provisions of any such implementary Resolutions shall be suspended during such a
disaster period until it shall be determined by any interim Executive Committee
acting under this section that it shall be to the advantage of the Company to
resume the conduct and management of its affairs and business under all of the
other provisions of these By-Laws.

          Section 2. Audit Committee

                    (A) The Audit Committee shall be composed of five members
who shall be selected by the Board of Directors from its own members, none of
whom shall be an officer of the Company, and shall hold office at the pleasure
of the Board.

                    (B) The Audit Committee shall have general supervision over
the Audit Division in all matters however subject to the approval of the Board
of Directors; it shall consider all matters brought to its attention by the
officer in charge of the Audit Division, review all reports of examination of
the Company made by any governmental agency or such independent auditor employed
for that purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.

                    (C) The Audit Committee shall meet whenever and wherever the
majority of its members shall deem it to be proper for the transaction of its
business, and a majority of its Committee shall constitute a quorum.

          Section 3.  Compensation Committee

                    (A) The Compensation Committee shall be composed of not more
than five (5) members who shall be selected by the Board of Directors from its
own members who are not officers of the Company and who shall hold office during
the pleasure of the Board.

                    (B) The Compensation Committee shall in general advise upon
all matters of policy concerning the Company brought to its attention by the
management and from time to time review the management of the Company, major
organizational matters, including salaries and employee benefits and
specifically shall administer the Executive Incentive Compensation Plan.

                    (C) Meetings of the Compensation Committee may be called at
any time by the Chairman of the Compensation Committee, the Chairman of the
Board of Directors, or the President of the Company.

          Section 4. Associate Directors




                                       4
<PAGE>

                    (A) Any person who has served as a director may be elected
by the Board of Directors as an associate director, to serve during the pleasure
of the Board.

                    (B) An associate director shall be entitled to attend all
directors meetings and participate in the discussion of all matters brought to
the Board, with the exception that he would have no right to vote. An associate
director will be eligible for appointment to Committees of the Company, with the
exception of the Executive Committee, Audit Committee and Compensation
Committee, which must be comprised solely of active directors.

          Section 5. Absence or Disqualification of Any Member of a Committee

                    (A) In the absence or disqualification of any member of any
Committee created under Article III of the By-Laws of this Company, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.


                                   ARTICLE IV

                                    OFFICERS

          Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and shall
perform such duties as the Board of Directors may from time to time confer and
direct. He shall also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of the Company.

          Section 2. The Vice Chairman of the Board. The Vice Chairman of the
Board of Directors shall preside at all meetings of the Board of Directors at
which the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.

          Section 3. The President shall have the powers and duties pertaining
to the office of the President conferred or imposed upon him by statute or
assigned to him by the Board of Directors. In the absence of the Chairman of the
Board the President shall have the powers and duties of the Chairman of the
Board.

          Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.




                                       5
<PAGE>

          Section 5. There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all the
duties of the Chairman of the Board of Directors and/or the President and such
other powers and duties as may from time to time be assigned to them by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President and by the officer in charge of the department or division to which
they are assigned.

          Section 6. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings and
to recording the same in the minute books of the Company. In addition to the
other notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

          Section 7. The Treasurer shall have general supervision over all
assets and liabilities of the Company. He shall be custodian of and responsible
for all monies, funds and valuables of the Company and for the keeping of proper
records of the evidence of property or indebtedness and of all the transactions
of the Company. He shall have general supervision of the expenditures of the
Company and shall report to the Board of Directors at each regular meeting of
the condition of the Company, and perform such other duties as may be assigned
to him from time to time by the Board of Directors of the Executive Committee.

          Section 8. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors at appropriate times a report
relating to the general condition and internal operations of the Company.

          There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

          Section 9. The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
the Board of Directors.

          There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

          Section 10. There may be one or more officers, subordinate in rank to
all Vice Presidents with such functional titles as shall be determined from time
to time by the Board of




                                       6
<PAGE>

Directors, who shall ex officio hold the office Assistant Secretary of this
Company and who may perform such duties as may be prescribed by the officer in
charge of the department or division to whom they are assigned.

          Section 11. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.


                                    ARTICLE V

                          STOCK AND STOCK CERTIFICATES

          Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

          Section 2. Certificates of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of Directors
and countersigned by the Secretary or Treasurer or an Assistant Secretary, and
the seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new certificate
or certificates shall be issued in lieu thereof. Duplicate certificates of stock
shall be issued only upon giving such security as may be satisfactory to the
Board of Directors or the Executive Committee.

          Section 3. The Board of Directors of the Company is authorized to fix
in advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.


                                   ARTICLE VI

                                      SEAL

          Section 1. The corporate seal of the Company shall be in the following
form:

                    Between two concentric circles the words




                                       7
<PAGE>

                    "Wilmington Trust Company" within the inner
                    circle the words "Wilmington, Delaware."


                                   ARTICLE VII

                                   FISCAL YEAR

          Section 1. The fiscal year of the Company shall be the calendar year.


                                  ARTICLE VIII

                     EXECUTION OF INSTRUMENTS OF THE COMPANY

          Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full power
and authority to enter into, make, sign, execute, acknowledge and/or deliver and
the Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.


                                   ARTICLE IX

               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

          Section 1. Directors and associate directors of the Company, other
than salaried officers of the Company, shall be paid such reasonable honoraria
or fees for attending meetings of the Board of Directors as the Board of
Directors may from time to time determine. Directors and associate directors who
serve as members of committees, other than salaried employees of the Company,
shall be paid such reasonable honoraria or fees for services as members of
committees as the Board of Directors shall from time to time determine and
directors and associate directors may be employed by the Company for such
special services as the Board of Directors may from time to time determine and
shall be paid for such special services so performed reasonable compensation as
may be determined by the Board of Directors.


                                    ARTICLE X

                                 INDEMNIFICATION




                                       8
<PAGE>

          Section 1. (A) The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably
incurred by such person. The Corporation shall indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Corporation.

                    (B) The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided, however,
that the payment of expenses incurred by a Director or officer in his capacity
as a Director or officer in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking by the Director or officer to
repay all amounts advanced if it should be ultimately determined that the
Director or officer is not entitled to be indemnified under this Article or
otherwise.

                    (C) If a claim for indemnification or payment of expenses,
under this Article X is not paid in full within ninety days after a written
claim therefor has been received by the Corporation the claimant may file suit
to recover the unpaid amount of such claim and, if successful in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim. In any
such action the Corporation shall have the burden of proving that the claimant
was not entitled to the requested indemnification of payment of expenses under
applicable law.

                    (D) The rights conferred on any person by this Article X
shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
Directors or otherwise.

                    (E) Any repeal or modification of the foregoing provisions
of this Article X shall not adversely affect any right or protection hereunder
of any person in respect of any act or omission occurring prior to the time of
such repeal or modification.


                                   ARTICLE XI

                            AMENDMENTS TO THE BY-LAWS

          Section 1. These By-Laws may be altered, amended or repealed, in whole
or in part, and any new By-Law or By-Laws adopted at any regular or special
meeting of the Board of




                                       9
<PAGE>

Directors by a vote of the majority of all the members of the Board of Directors
then in office.






                                       10
<PAGE>

                                    EXHIBIT C



                             SECTION 321(b) CONSENT

          Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.



                                           WILMINGTON TRUST COMPANY



Dated: January 11, 2002                    By:   /s/ DAVID A. VANASKEY
                                              ----------------------------------
                                           Name:   David A. Vanaskey
                                           Title:  Vice President



<PAGE>

                                    EXHIBIT D



                                     NOTICE

This form is intended to assist state nonmember banks and savings banks with
state publication requirements. It has not been approved by any state banking
authorities. Refer to your appropriate state banking authorities for your state
publication requirements.



R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

           WILMINGTON TRUST COMPANY                        of     WILMINGTON
----------------------------------------------------------    ------------------
                 Name of                                              City

in the State of DELAWARE , at the close of business on September 30, 2001.


<TABLE>
<CAPTION>
                                                                          Thousands of dollars
<S>                                                                       <C>
ASSETS
Cash and balances due from depository institutions:
        Noninterest-bearing balances and currency and coins............................274,398
        Interest-bearing balances..........................................................  0
Held-to-maturity securities............................................................ 15,956
Available-for-sale securities........................................................1,177,116
Federal funds sold and securities purchased under agreements to resell.................453,981
Loans and lease financing receivables:
        Loans and leases, net of unearned income............. 4,879,670
        LESS:  Allowance for loan and lease losses...........    73,439
        LESS:  Allocated transfer risk reserve...............         0
        Loans and leases, net of unearned income, allowance, and reserve.............4,806,231
Assets held in trading accounts..............................................................0
Premises and fixed assets (including capitalized leases)...............................133,431
Other real estate owned.................................................................   668
Investments in unconsolidated subsidiaries and associated companies......................1,605
Customers' liability to this bank on acceptances outstanding.................................0
Intangible assets:
        a.  Goodwill...................................................................... 217
        b.  Other intangible assets..................................................... 4,230
Other assets.......................................................................... 161,671
Total assets.........................................................................7,029,504
</TABLE>


                                                          CONTINUED ON NEXT PAGE


<PAGE>

<TABLE>
<S>                                                                                 <C>
LIABILITIES

Deposits:
In domestic offices..................................................................5,443,431
        Noninterest-bearing................  1,067,087
        Interest-bearing...................  4,376,344
Federal funds purchased and Securities sold under agreements to repurchase............ 549,060
Trading liabilities (from Schedule RC-D).....................................................0
Other borrowed money (includes mortgage indebtedness and obligations under
   capitalized leases:.................................................................390,810
Bank's liability on acceptances executed and outstanding.....................................0
Subordinated notes and debentures............................................................0
Other liabilities (from Schedule RC-G)................................................ 108,356
Total liabilities....................................................................6,491,657


EQUITY CAPITAL

Perpetual preferred stock and related surplus................................................0
Common Stock...............................................................................500
Surplus (exclude all surplus related to preferred stock)................................62,118
a.  Retained earnings..................................................................459,554
b.  Accumulated other comprehensive income............................................. 15,675
Total equity capital...................................................................537,847
Total liabilities, limited-life preferred stock, and equity capital..................7,029,504
</TABLE>





                                        2





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.3
<SEQUENCE>17
<FILENAME>f78300orex25-3.txt
<DESCRIPTION>EXHIBIT 25.3
<TEXT>
<PAGE>
                                                                    EXHIBIT 25.3

                                                       Registration No. ________

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)___

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)

             Delaware                               51-0055023
    (State of incorporation)            (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)

                      CALPINE CANADA ENERGY FINANCE II ULC
               (Exact name of obligor as specified in its charter)

        Nova Scotia                               Not Applicable
(State of incorporation)               (I.R.S. employer identification no.)

   Suite 800, Purdy's Wharf Tower 1
      1959 Upper Water Street
             P.O. Box 997
         Halifax, Nova Scotia                              B3J 3N2
(Address of principal executive offices)                  (Zip Code)

             Debt Securities of Calpine Canada Energy Finance II ULC
                       (Title of the indenture securities)


================================================================================

<PAGE>

ITEM 1.   GENERAL INFORMATION.

                Furnish the following information as to the trustee:

          (a)   Name and address of each examining or supervising authority to
                which it is subject.

                Federal Deposit Insurance Co.        State Bank Commissioner
                Five Penn Center                     Dover, Delaware
                Suite #2901
                Philadelphia, PA

          (b)   Whether it is authorized to exercise corporate trust powers.

                The trustee is authorized to exercise corporate trust powers.

ITEM 2.   AFFILIATIONS WITH THE OBLIGOR.

                If the obligor is an affiliate of the trustee, describe each
          affiliation:

                Based upon an examination of the books and records of the
          trustee and upon information furnished by the obligor, the obligor is
          not an affiliate of the trustee.

ITEM 16.  LIST OF EXHIBITS.

          List below all exhibits filed as part of this Statement of Eligibility
and Qualification.

          A.    Copy of the Charter of Wilmington Trust Company, which includes
                the certificate of authority of Wilmington Trust Company to
                commence business and the authorization of Wilmington Trust
                Company to exercise corporate trust powers.

          B.    Copy of By-Laws of Wilmington Trust Company.

          C.    Consent of Wilmington Trust Company required by Section 321(b)
                of Trust Indenture Act.

          D.    Copy of most recent Report of Condition of Wilmington Trust
                Company.

          Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 11th day
of January, 2002.

                                                WILMINGTON TRUST COMPANY

[SEAL]

Attest:  /s/ S. Thomas Davidson                 By:  /s/ David A. Vanaskey
       -----------------------------               -----------------------------
       Assistant Secretary                      Name: David A. Vanaskey
                                                Title: Vice President



                                       2
<PAGE>



                                    EXHIBIT A

                                 AMENDED CHARTER

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                           AS EXISTING ON MAY 9, 1987

<PAGE>

                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

          WILMINGTON TRUST COMPANY, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name
of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed
in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter
or Act of Incorporation of which company has been from time to time amended and
changed by merger agreements pursuant to the corporation law for state banks and
trust companies of the State of Delaware, does hereby alter and amend its
Charter or Act of Incorporation so that the same as so altered and amended shall
in its entirety read as follows:

          FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

          SECOND: - The location of its principal office in the State of
          Delaware is at Rodney Square North, in the City of Wilmington, County
          of New Castle; the name of its resident agent is WILMINGTON TRUST
          COMPANY whose address is Rodney Square North, in said City. In
          addition to such principal office, the said corporation maintains and
          operates branch offices in the City of Newark, New Castle County,
          Delaware, the Town of Newport, New Castle County, Delaware, at
          Claymont, New Castle County, Delaware, at Greenville, New Castle
          County Delaware, and at Milford Cross Roads, New Castle County,
          Delaware, and shall be empowered to open, maintain and operate branch
          offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market
          Street, and 3605 Market Street, all in the City of Wilmington, New
          Castle County, Delaware, and such other branch offices or places of
          business as may be authorized from time to time by the agency or
          agencies of the government of the State of Delaware empowered to
          confer such authority.

          THIRD: - (a) The nature of the business and the objects and purposes
          proposed to be transacted, promoted or carried on by this Corporation
          are to do any or all of the things herein mentioned as fully and to
          the same extent as natural persons might or could do and in any part
          of the world, viz.:

                (1) To sue and be sued, complain and defend in any Court of law
                or equity and to make and use a common seal, and alter the seal
                at pleasure, to hold, purchase, convey, mortgage or otherwise
                deal in real and personal estate and property, and to appoint
                such officers and agents as the business of the Corporation
                shall require, to make by-laws not inconsistent with the
                Constitution or laws of the United States or of this State, to
                discount bills, notes or other evidences of debt, to receive
                deposits of money, or securities for money, to buy gold and
                silver bullion and foreign coins, to buy and sell bills of
                exchange, and generally to use,

<PAGE>

                exercise and enjoy all the powers, rights, privileges and
                franchises incident to a corporation which are proper or
                necessary for the transaction of the business of the Corporation
                hereby created.

                (2) To insure titles to real and personal property, or any
                estate or interests therein, and to guarantee the holder of such
                property, real or personal, against any claim or claims, adverse
                to his interest therein, and to prepare and give certificates of
                title for any lands or premises in the State of Delaware, or
                elsewhere.

                (3) To act as factor, agent, broker or attorney in the receipt,
                collection, custody, investment and management of funds, and the
                purchase, sale, management and disposal of property of all
                descriptions, and to prepare and execute all papers which may be
                necessary or proper in such business.

                (4) To prepare and draw agreements, contracts, deeds, leases,
                conveyances, mortgages, bonds and legal papers of every
                description, and to carry on the business of conveyancing in all
                its branches.

                (5) To receive upon deposit for safekeeping money, jewelry,
                plate, deeds, bonds and any and all other personal property of
                every sort and kind, from executors, administrators, guardians,
                public officers, courts, receivers, assignees, trustees, and
                from all fiduciaries, and from all other persons and
                individuals, and from all corporations whether state, municipal,
                corporate or private, and to rent boxes, safes, vaults and other
                receptacles for such property.

                (6) To act as agent or otherwise for the purpose of registering,
                issuing, certificating, countersigning, transferring or
                underwriting the stock, bonds or other obligations of any
                corporation, association, state or municipality, and may receive
                and manage any sinking fund therefor on such terms as may be
                agreed upon between the two parties, and in like manner may act
                as Treasurer of any corporation or municipality.

                (7) To act as Trustee under any deed of trust, mortgage, bond or
                other instrument issued by any state, municipality, body
                politic, corporation, association or person, either alone or in
                conjunction with any other person or persons, corporation or
                corporations.

                (8) To guarantee the validity, performance or effect of any
                contract or agreement, and the fidelity of persons holding
                places of responsibility or trust; to become surety for any
                person, or persons, for the faithful performance of any trust,
                office, duty, contract or agreement, either by itself or in
                conjunction with any other person, or persons, corporation, or
                corporations, or in like manner become surety upon any bond,
                recognizance, obligation, judgment, suit, order, or


                                        2
<PAGE>

                decree to be entered in any court of record within the State of
                Delaware or elsewhere, or which may now or hereafter be required
                by any law, judge, officer or court in the State of Delaware or
                elsewhere.

                (9) To act by any and every method of appointment as trustee,
                trustee in bankruptcy, receiver, assignee, assignee in
                bankruptcy, executor, administrator, guardian, bailee, or in any
                other trust capacity in the receiving, holding, managing, and
                disposing of any and all estates and property, real, personal or
                mixed, and to be appointed as such trustee, trustee in
                bankruptcy, receiver, assignee, assignee in bankruptcy,
                executor, administrator, guardian or bailee by any persons,
                corporations, court, officer, or authority, in the State of
                Delaware or elsewhere; and whenever this Corporation is so
                appointed by any person, corporation, court, officer or
                authority such trustee, trustee in bankruptcy, receiver,
                assignee, assignee in bankruptcy, executor, administrator,
                guardian, bailee, or in any other trust capacity, it shall not
                be required to give bond with surety, but its capital stock
                shall be taken and held as security for the performance of the
                duties devolving upon it by such appointment.

                (10) And for its care, management and trouble, and the exercise
                of any of its powers hereby given, or for the performance of any
                of the duties which it may undertake or be called upon to
                perform, or for the assumption of any responsibility the said
                Corporation may be entitled to receive a proper compensation.

                (11) To purchase, receive, hold and own bonds, mortgages,
                debentures, shares of capital stock, and other securities,
                obligations, contracts and evidences of indebtedness, of any
                private, public or municipal corporation within and without the
                State of Delaware, or of the Government of the United States, or
                of any state, territory, colony, or possession thereof, or of
                any foreign government or country; to receive, collect, receipt
                for, and dispose of interest, dividends and income upon and from
                any of the bonds, mortgages, debentures, notes, shares of
                capital stock, securities, obligations, contracts, evidences of
                indebtedness and other property held and owned by it, and to
                exercise in respect of all such bonds, mortgages, debentures,
                notes, shares of capital stock, securities, obligations,
                contracts, evidences of indebtedness and other property, any and
                all the rights, powers and privileges of individual owners
                thereof, including the right to vote thereon; to invest and deal
                in and with any of the moneys of the Corporation upon such
                securities and in such manner as it may think fit and proper,
                and from time to time to vary or realize such investments; to
                issue bonds and secure the same by pledges or deeds of trust or
                mortgages of or upon the whole or any part of the property held
                or owned by the Corporation, and to sell and pledge such bonds,
                as and when the Board of Directors shall determine, and in the
                promotion of its said corporate business of investment and to
                the extent authorized by law, to lease, purchase, hold, sell,
                assign, transfer, pledge, mortgage and convey real


                                       3
<PAGE>

                and personal property of any name and nature and any estate or
                interest therein.

          (b) In furtherance of, and not in limitation, of the powers conferred
          by the laws of the State of Delaware, it is hereby expressly provided
          that the said Corporation shall also have the following powers:

                (1) To do any or all of the things herein set forth, to the same
                extent as natural persons might or could do, and in any part of
                the world.

                (2) To acquire the good will, rights, property and franchises
                and to undertake the whole or any part of the assets and
                liabilities of any person, firm, association or corporation, and
                to pay for the same in cash, stock of this Corporation, bonds or
                otherwise; to hold or in any manner to dispose of the whole or
                any part of the property so purchased; to conduct in any lawful
                manner the whole or any part of any business so acquired, and to
                exercise all the powers necessary or convenient in and about the
                conduct and management of such business.

                (3) To take, hold, own, deal in, mortgage or otherwise lien, and
                to lease, sell, exchange, transfer, or in any manner whatever
                dispose of property, real, personal or mixed, wherever situated.

                (4) To enter into, make, perform and carry out contracts of
                every kind with any person, firm, association or corporation,
                and, without limit as to amount, to draw, make, accept, endorse,
                discount, execute and issue promissory notes, drafts, bills of
                exchange, warrants, bonds, debentures, and other negotiable or
                transferable instruments.

                (5) To have one or more offices, to carry on all or any of its
                operations and businesses, without restriction to the same
                extent as natural persons might or could do, to purchase or
                otherwise acquire, to hold, own, to mortgage, sell, convey or
                otherwise dispose of, real and personal property, of every class
                and description, in any State, District, Territory or Colony of
                the United States, and in any foreign country or place.

                (6) It is the intention that the objects, purposes and powers
                specified and clauses contained in this paragraph shall (except
                where otherwise expressed in said paragraph) be nowise limited
                or restricted by reference to or inference from the terms of any
                other clause of this or any other paragraph in this charter, but
                that the objects, purposes and powers specified in each of the
                clauses of this paragraph shall be regarded as independent
                objects, purposes and powers.

          FOURTH: - (a) The total number of shares of all classes of stock which
          the Corporation shall have authority to issue is forty-one million
          (41,000,000) shares, consisting of:


                                       4
<PAGE>

                (1) One million (1,000,000) shares of Preferred stock, par value
                $10.00 per share (hereinafter referred to as "Preferred Stock");
                and

                (2) Forty million (40,000,000) shares of Common Stock, par value
                $1.00 per share (hereinafter referred to as "Common Stock").

          (b) Shares of Preferred Stock may be issued from time to time in one
          or more series as may from time to time be determined by the Board of
          Directors each of said series to be distinctly designated. All shares
          of any one series of Preferred Stock shall be alike in every
          particular, except that there may be different dates from which
          dividends, if any, thereon shall be cumulative, if made cumulative.
          The voting powers and the preferences and relative, participating,
          optional and other special rights of each such series, and the
          qualifications, limitations or restrictions thereof, if any, may
          differ from those of any and all other series at any time outstanding;
          and, subject to the provisions of subparagraph 1 of Paragraph (c) of
          this Article FOURTH, the Board of Directors of the Corporation is
          hereby expressly granted authority to fix by resolution or resolutions
          adopted prior to the issuance of any shares of a particular series of
          Preferred Stock, the voting powers and the designations, preferences
          and relative, optional and other special rights, and the
          qualifications, limitations and restrictions of such series,
          including, but without limiting the generality of the foregoing, the
          following:

                (1) The distinctive designation of, and the number of shares of
                Preferred Stock which shall constitute such series, which number
                may be increased (except where otherwise provided by the Board
                of Directors) or decreased (but not below the number of shares
                thereof then outstanding) from time to time by like action of
                the Board of Directors;

                (2) The rate and times at which, and the terms and conditions on
                which, dividends, if any, on Preferred Stock of such series
                shall be paid, the extent of the preference or relation, if any,
                of such dividends to the dividends payable on any other class or
                classes, or series of the same or other class of stock and
                whether such dividends shall be cumulative or non-cumulative;

                (3) The right, if any, of the holders of Preferred Stock of such
                series to convert the same into or exchange the same for, shares
                of any other class or classes or of any series of the same or
                any other class or classes of stock of the Corporation and the
                terms and conditions of such conversion or exchange;

                (4) Whether or not Preferred Stock of such series shall be
                subject to redemption, and the redemption price or prices and
                the time or times at which, and the terms and conditions on
                which, Preferred Stock of such series may be redeemed.

                (5) The rights, if any, of the holders of Preferred Stock of
                such series upon the voluntary or involuntary liquidation,
                merger, consolidation, distribution or sale


                                       5
<PAGE>

                of assets, dissolution or winding-up, of the Corporation.

                (6) The terms of the sinking fund or redemption or purchase
                account, if any, to be provided for the Preferred Stock of such
                series; and

                (7) The voting powers, if any, of the holders of such series of
                Preferred Stock which may, without limiting the generality of
                the foregoing include the right, voting as a series or by itself
                or together with other series of Preferred Stock or all series
                of Preferred Stock as a class, to elect one or more directors of
                the Corporation if there shall have been a default in the
                payment of dividends on any one or more series of Preferred
                Stock or under such circumstances and on such conditions as the
                Board of Directors may determine.

          (c) (1) After the requirements with respect to preferential dividends
          on the Preferred Stock (fixed in accordance with the provisions of
          section (b) of this Article FOURTH), if any, shall have been met and
          after the Corporation shall have complied with all the requirements,
          if any, with respect to the setting aside of sums as sinking funds or
          redemption or purchase accounts (fixed in accordance with the
          provisions of section (b) of this Article FOURTH), and subject further
          to any conditions which may be fixed in accordance with the provisions
          of section (b) of this Article FOURTH, then and not otherwise the
          holders of Common Stock shall be entitled to receive such dividends as
          may be declared from time to time by the Board of Directors.

                (2) After distribution in full of the preferential amount, if
                any, (fixed in accordance with the provisions of section (b) of
                this Article FOURTH), to be distributed to the holders of
                Preferred Stock in the event of voluntary or involuntary
                liquidation, distribution or sale of assets, dissolution or
                winding-up, of the Corporation, the holders of the Common Stock
                shall be entitled to receive all of the remaining assets of the
                Corporation, tangible and intangible, of whatever kind available
                for distribution to stockholders ratably in proportion to the
                number of shares of Common Stock held by them respectively.

                (3) Except as may otherwise be required by law or by the
                provisions of such resolution or resolutions as may be adopted
                by the Board of Directors pursuant to section (b) of this
                Article FOURTH, each holder of Common Stock shall have one vote
                in respect of each share of Common Stock held on all matters
                voted upon by the stockholders.

          (d) No holder of any of the shares of any class or series of stock or
          of options, warrants or other rights to purchase shares of any class
          or series of stock or of other securities of the Corporation shall
          have any preemptive right to purchase or subscribe for any unissued
          stock of any class or series or any additional shares of any class or
          series to be issued by reason of any increase of the authorized
          capital stock of the Corporation of any class or series, or bonds,
          certificates of indebtedness, debentures or


                                       6
<PAGE>

          other securities convertible into or exchangeable for stock of the
          Corporation of any class or series, or carrying any right to purchase
          stock of any class or series, but any such unissued stock, additional
          authorized issue of shares of any class or series of stock or
          securities convertible into or exchangeable for stock, or carrying any
          right to purchase stock, may be issued and disposed of pursuant to
          resolution of the Board of Directors to such persons, firms,
          corporations or associations, whether such holders or others, and upon
          such terms as may be deemed advisable by the Board of Directors in the
          exercise of its sole discretion.

          (e) The relative powers, preferences and rights of each series of
          Preferred Stock in relation to the relative powers, preferences and
          rights of each other series of Preferred Stock shall, in each case, be
          as fixed from time to time by the Board of Directors in the resolution
          or resolutions adopted pursuant to authority granted in section (b) of
          this Article FOURTH and the consent, by class or series vote or
          otherwise, of the holders of such of the series of Preferred Stock as
          are from time to time outstanding shall not be required for the
          issuance by the Board of Directors of any other series of Preferred
          Stock whether or not the powers, preferences and rights of such other
          series shall be fixed by the Board of Directors as senior to, or on a
          parity with, the powers, preferences and rights of such outstanding
          series, or any of them; provided, however, that the Board of Directors
          may provide in the resolution or resolutions as to any series of
          Preferred Stock adopted pursuant to section (b) of this Article FOURTH
          that the consent of the holders of a majority (or such greater
          proportion as shall be therein fixed) of the outstanding shares of
          such series voting thereon shall be required for the issuance of any
          or all other series of Preferred Stock.

          (f) Subject to the provisions of section (e), shares of any series of
          Preferred Stock may be issued from time to time as the Board of
          Directors of the Corporation shall determine and on such terms and for
          such consideration as shall be fixed by the Board of Directors.

          (g) Shares of Common Stock may be issued from time to time as the
          Board of Directors of the Corporation shall determine and on such
          terms and for such consideration as shall be fixed by the Board of
          Directors.

          (h) The authorized amount of shares of Common Stock and of Preferred
          Stock may, without a class or series vote, be increased or decreased
          from time to time by the affirmative vote of the holders of a majority
          of the stock of the Corporation entitled to vote thereon.

          FIFTH: - (a) The business and affairs of the Corporation shall be
          conducted and managed by a Board of Directors. The number of directors
          constituting the entire Board shall be not less than five nor more
          than twenty-five as fixed from time to time by vote of a majority of
          the whole Board, provided, however, that the number of directors shall
          not be reduced so as to shorten the term of any director at the time
          in


                                       7
<PAGE>

          office, and provided further, that the number of directors
          constituting the whole Board shall be twenty-four until otherwise
          fixed by a majority of the whole Board.

          (b) The Board of Directors shall be divided into three classes, as
          nearly equal in number as the then total number of directors
          constituting the whole Board permits, with the term of office of one
          class expiring each year. At the annual meeting of stockholders in
          1982, directors of the first class shall be elected to hold office for
          a term expiring at the next succeeding annual meeting, directors of
          the second class shall be elected to hold office for a term expiring
          at the second succeeding annual meeting and directors of the third
          class shall be elected to hold office for a term expiring at the third
          succeeding annual meeting. Any vacancies in the Board of Directors for
          any reason, and any newly created directorships resulting from any
          increase in the directors, may be filled by the Board of Directors,
          acting by a majority of the directors then in office, although less
          than a quorum, and any directors so chosen shall hold office until the
          next annual election of directors. At such election, the stockholders
          shall elect a successor to such director to hold office until the next
          election of the class for which such director shall have been chosen
          and until his successor shall be elected and qualified. No decrease in
          the number of directors shall shorten the term of any incumbent
          director.

          (c) Notwithstanding any other provisions of this Charter or Act of
          Incorporation or the By-Laws of the Corporation (and notwithstanding
          the fact that some lesser percentage may be specified by law, this
          Charter or Act of Incorporation or the By-Laws of the Corporation),
          any director or the entire Board of Directors of the Corporation may
          be removed at any time without cause, but only by the affirmative vote
          of the holders of two-thirds or more of the outstanding shares of
          capital stock of the Corporation entitled to vote generally in the
          election of directors (considered for this purpose as one class) cast
          at a meeting of the stockholders called for that purpose.

          (d) Nominations for the election of directors may be made by the Board
          of Directors or by any stockholder entitled to vote for the election
          of directors. Such nominations shall be made by notice in writing,
          delivered or mailed by first class United States mail, postage
          prepaid, to the Secretary of the Corporation not less than 14 days nor
          more than 50 days prior to any meeting of the stockholders called for
          the election of directors; provided, however, that if less than 21
          days' notice of the meeting is given to stockholders, such written
          notice shall be delivered or mailed, as prescribed, to the Secretary
          of the Corporation not later than the close of the seventh day
          following the day on which notice of the meeting was mailed to
          stockholders. Notice of nominations which are proposed by the Board of
          Directors shall be given by the Chairman on behalf of the Board.

          (e) Each notice under subsection (d) shall set forth (i) the name,
          age, business address and, if known, residence address of each nominee
          proposed in such notice, (ii) the principal occupation or employment
          of such nominee and (iii) the number of shares of


                                       8
<PAGE>

          stock of the Corporation which are beneficially owned by each such
          nominee.

          (f) The Chairman of the meeting may, if the facts warrant, determine
          and declare to the meeting that a nomination was not made in
          accordance with the foregoing procedure, and if he should so
          determine, he shall so declare to the meeting and the defective
          nomination shall be disregarded.

          (g) No action required to be taken or which may be taken at any annual
          or special meeting of stockholders of the Corporation may be taken
          without a meeting, and the power of stockholders to consent in
          writing, without a meeting, to the taking of any action is
          specifically denied.

          SIXTH: - The Directors shall choose such officers, agents and servants
          as may be provided in the By-Laws as they may from time to time find
          necessary or proper.

          SEVENTH: - The Corporation hereby created is hereby given the same
          powers, rights and privileges as may be conferred upon corporations
          organized under the Act entitled "An Act Providing a General
          Corporation Law", approved March 10, 1899, as from time to time
          amended.

          EIGHTH: - This Act shall be deemed and taken to be a private Act.

          NINTH: - This Corporation is to have perpetual existence.

          TENTH: - The Board of Directors, by resolution passed by a majority of
          the whole Board, may designate any of their number to constitute an
          Executive Committee, which Committee, to the extent provided in said
          resolution, or in the By-Laws of the Company, shall have and may
          exercise all of the powers of the Board of Directors in the management
          of the business and affairs of the Corporation, and shall have power
          to authorize the seal of the Corporation to be affixed to all papers
          which may require it.

          ELEVENTH: - The private property of the stockholders shall not be
          liable for the payment of corporate debts to any extent whatever.

          TWELFTH: - The Corporation may transact business in any part of the
          world.

          THIRTEENTH: - The Board of Directors of the Corporation is expressly
          authorized to make, alter or repeal the By-Laws of the Corporation by
          a vote of the majority of the entire Board. The stockholders may make,
          alter or repeal any By-Law whether or not adopted by them, provided
          however, that any such additional By-Laws, alterations or repeal may
          be adopted only by the affirmative vote of the holders of two-thirds
          or more of the outstanding shares of capital stock of the Corporation
          entitled to vote generally in the election of directors (considered
          for this purpose as one class).


                                       9
<PAGE>

          FOURTEENTH: - Meetings of the Directors may be held outside of the
          State of Delaware at such places as may be from time to time
          designated by the Board, and the Directors may keep the books of the
          Company outside of the State of Delaware at such places as may be from
          time to time designated by them.

          FIFTEENTH: - (a) (1) In addition to any affirmative vote required by
          law, and except as otherwise expressly provided in sections (b) and
          (c) of this Article FIFTEENTH:

                (A) any merger or consolidation of the Corporation or any
                Subsidiary (as hereinafter defined) with or into (i) any
                Interested Stockholder (as hereinafter defined) or (ii) any
                other corporation (whether or not itself an Interested
                Stockholder), which, after such merger or consolidation, would
                be an Affiliate (as hereinafter defined) of an Interested
                Stockholder, or

                (B) any sale, lease, exchange, mortgage, pledge, transfer or
                other disposition (in one transaction or a series of related
                transactions) to or with any Interested Stockholder or any
                Affiliate of any Interested Stockholder of any assets of the
                Corporation or any Subsidiary having an aggregate fair market
                value of $1,000,000 or more, or

                (C) the issuance or transfer by the Corporation or any
                Subsidiary (in one transaction or a series of related
                transactions) of any securities of the Corporation or any
                Subsidiary to any Interested Stockholder or any Affiliate of any
                Interested Stockholder in exchange for cash, securities or other
                property (or a combination thereof) having an aggregate fair
                market value of $1,000,000 or more, or

                (D) the adoption of any plan or proposal for the liquidation or
                dissolution of the Corporation, or

                (E) any reclassification of securities (including any reverse
                stock split), or recapitalization of the Corporation, or any
                merger or consolidation of the Corporation with any of its
                Subsidiaries or any similar transaction (whether or not with or
                into or otherwise involving an Interested Stockholder) which has
                the effect, directly or indirectly, of increasing the
                proportionate share of the outstanding shares of any class of
                equity or convertible securities of the Corporation or any
                Subsidiary which is directly or indirectly owned by any
                Interested Stockholder, or any Affiliate of any Interested
                Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.


                                       10
<PAGE>

                  (2) The term "business combination" as used in this Article
                  FIFTEENTH shall mean any transaction which is referred to in
                  any one or more of clauses (A) through (E) of paragraph 1 of
                  the section (a).

                (b) The provisions of section (a) of this Article FIFTEENTH
                shall not be applicable to any particular business combination
                and such business combination shall require only such
                affirmative vote as is required by law and any other provisions
                of the Charter or Act of Incorporation or By-Laws if such
                business combination has been approved by a majority of the
                whole Board.

                (c) For the purposes of this Article FIFTEENTH:

          (1) A "person" shall mean any individual, firm, corporation or other
          entity.

          (2) "Interested Stockholder" shall mean, in respect of any business
          combination, any person (other than the Corporation or any Subsidiary)
          who or which as of the record date for the determination of
          stockholders entitled to notice of and to vote on such business
          combination, or immediately prior to the consummation of any such
          transaction:

                (A) is the beneficial owner, directly or indirectly, of more
                than 10% of the Voting Shares, or

                (B) is an Affiliate of the Corporation and at any time within
                two years prior thereto was the beneficial owner, directly or
                indirectly, of not less than 10% of the then outstanding voting
                Shares, or

                (C) is an assignee of or has otherwise succeeded in any share of
                capital stock of the Corporation which were at any time within
                two years prior thereto beneficially owned by any Interested
                Stockholder, and such assignment or succession shall have
                occurred in the course of a transaction or series of
                transactions not involving a public offering within the meaning
                of the Securities Act of 1933.

          (3) A person shall be the "beneficial owner" of any Voting Shares:

                (A) which such person or any of its Affiliates and Associates
                (as hereafter defined) beneficially own, directly or indirectly,
                or

                (B) which such person or any of its Affiliates or Associates has
                (i) the right to acquire (whether such right is exercisable
                immediately or only after the passage of time), pursuant to any
                agreement, arrangement or understanding or upon the exercise of
                conversion rights, exchange rights, warrants or options, or
                otherwise,


                                       11
<PAGE>

                or (ii) the right to vote pursuant to any agreement, arrangement
                or understanding, or

                (C) which are beneficially owned, directly or indirectly, by any
                other person with which such first mentioned person or any of
                its Affiliates or Associates has any agreement, arrangement or
                understanding for the purpose of acquiring, holding, voting or
                disposing of any shares of capital stock of the Corporation.

          (4) The outstanding Voting Shares shall include shares deemed owned
          through application of paragraph (3) above but shall not include any
          other Voting Shares which may be issuable pursuant to any agreement,
          or upon exercise of conversion rights, warrants or options or
          otherwise.

          (5) "Affiliate" and "Associate" shall have the respective meanings
          given those terms in Rule 12b-2 of the General Rules and Regulations
          under the Securities Exchange Act of 1934, as in effect on December
          31, 1981.

          (6) "Subsidiary" shall mean any corporation of which a majority of any
          class of equity security (as defined in Rule 3a11-1 of the General
          Rules and Regulations under the Securities Exchange Act of 1934, as in
          effect on December 31, 1981) is owned, directly or indirectly, by the
          Corporation; provided, however, that for the purposes of the
          definition of Investment Stockholder set forth in paragraph (2) of
          this section (c), the term "Subsidiary" shall mean only a corporation
          of which a majority of each class of equity security is owned,
          directly or indirectly, by the Corporation.

                (d) majority of the directors shall have the power and duty to
                determine for the purposes of this Article FIFTEENTH on the
                basis of information known to them, (1) the number of Voting
                Shares beneficially owned by any person (2) whether a person is
                an Affiliate or Associate of another, (3) whether a person has
                an agreement, arrangement or understanding with another as to
                the matters referred to in paragraph (3) of section (c), or (4)
                whether the assets subject to any business combination or the
                consideration received for the issuance or transfer of
                securities by the Corporation, or any Subsidiary has an
                aggregate fair market value of $1,000,000 or more.

                (e) Nothing contained in this Article FIFTEENTH shall be
                construed to relieve any Interested Stockholder from any
                fiduciary obligation imposed by law.

          SIXTEENTH: Notwithstanding any other provision of this Charter or Act
          of Incorporation or the By-Laws of the Corporation (and in addition to
          any other vote that may be required by law, this Charter or Act of
          Incorporation by the By-Laws), the affirmative vote of the holders of
          at least two-thirds of the outstanding shares of the capital stock of
          the Corporation entitled to vote generally in the election of
          directors (considered for this purpose as one class) shall be required
          to amend, alter or repeal


                                       12
<PAGE>

          any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or SIXTEENTH of
          this Charter or Act of Incorporation.

          SEVENTEENTH: (a) a Director of this Corporation shall not be liable to
          the Corporation or its stockholders for monetary damages for breach of
          fiduciary duty as a Director, except to the extent such exemption from
          liability or limitation thereof is not permitted under the Delaware
          General Corporation Laws as the same exists or may hereafter be
          amended.

                (b) Any repeal or modification of the foregoing paragraph shall
                not adversely affect any right or protection of a Director of
                the Corporation existing hereunder with respect to any act or
                omission occurring prior to the time of such repeal or
                modification."



                                       13
<PAGE>

                                    EXHIBIT B

                                     BY-LAWS

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON FEBRUARY 20, 2000


<PAGE>


                       BY-LAWS OF WILMINGTON TRUST COMPANY

                                    ARTICLE I
                             STOCKHOLDERS' MEETINGS

          Section 1. The Annual Meeting of Stockholders shall be held on the
third Thursday in April each year at the principal office at the Company or at
such other date, time, or place as may be designated by resolution by the Board
of Directors.

          Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

          Section 3. Notice of all meetings of the stockholders shall be given
by mailing to each stockholder at least ten (10) days before said meeting, at
his last known address, a written or printed notice fixing the time and place of
such meeting.

          Section 4. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

                                   ARTICLE II
                                    DIRECTORS

          Section 1. The authorized number of directors that shall constitute
the Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

          Section 2. Except as provided in these Bylaws or as otherwise required
by law, there shall be no qualifications for election or service as directors of
the Company. In addition to any other provisions of these Bylaws, to be
qualified for nomination for Election or appointment to the Board of Directors
each person must have not attained the age of sixty nine years at the time of
such election or appointment, provided however, the Nominating and Corporate
Governance Committee may waive such qualification as to a particular candidate
otherwise qualified to serve as a director upon a good faith determination by
such committee that such a waiver is in the best interests of the Company and
its stockholders. The Chairman of the Board of Directors shall not be qualified
to continue to serve as a director upon the termination of his or her service in
that

<PAGE>

office for any reason.

          Section 3. The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

          Section 4. The affairs and business of the Company shall be managed
and conducted by the Board of Directors.

          Section 5. The Board of Directors shall meet at the principal office
of the Company or elsewhere in its discretion at such times to be determined by
a majority of its members, or at the call of the Chairman of the Board of
Directors or the President.

          Section 6. Special meetings of the Board of Directors may be called at
any time by the Chairman of the Board of Directors or by the President, and
shall be called upon the written request of a majority of the directors.

          Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

          Section 8. Written notice shall be sent by mail to each director of
any special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

          Section 9. In the event of the death, resignation, removal, inability
to act, or disqualification of any director, the Board of Directors, although
less than a quorum, shall have the right to elect the successor who shall hold
office for the remainder of the full term of the class of directors in which the
vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

          Section 10. The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect from
its own members a Chairman of the Board of Directors and a President who may be
the same person. The Board of Directors shall also elect at such meeting a
Secretary and a Treasurer, who may be the same person, may appoint at any time
such other committees and elect or appoint such other officers as it may deem
advisable. The Board of Directors may also elect at such meeting one or more
Associate Directors.

          Section 11. The Board of Directors may at any time remove, with or
without cause, any member of any Committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

          Section 12. The Board of Directors may designate an officer to be in
charge of such of


                                        2
<PAGE>

the departments or divisions of the Company as it may deem advisable.

                                   ARTICLE III
                                   COMMITTEES

          Section 1. Executive Committee

                    (A) The Executive Committee shall be composed of not more
than nine members who shall be selected by the Board of Directors from its own
members and who shall hold office during the pleasure of the Board.

                    (B) The Executive Committee shall have all the powers of the
Board of Directors when it is not in session to transact all business for and in
behalf of the Company that may be brought before it.

                    (C) The Executive Committee shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members, or at the call of the Chairman of the
Executive Committee or at the call of the Chairman of the Board of Directors.
The majority of its members shall be necessary to constitute a quorum for the
transaction of business. Special meetings of the Executive Committee may be held
at any time when a quorum is present.

                    (D) Minutes of each meeting of the Executive Committee shall
be kept and submitted to the Board of Directors at its next meeting.

                    (E) The Executive Committee shall advise and superintend all
investments that may be made of the funds of the Company, and shall direct the
disposal of the same, in accordance with such rules and regulations as the Board
of Directors from time to time make.

                    (F) In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Company by its directors and officers as contemplated by these By-Laws any
two available members of the Executive Committee as constituted immediately
prior to such disaster shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Company in accordance
with the provisions of Article III of these By-Laws; and if less than three
members of the Trust Committee is constituted immediately prior to such disaster
shall be available for the transaction of its business, such Executive Committee
shall also be empowered to exercise all of the powers reserved to the Trust
Committee under Article III Section 2 hereof. In the event of the
unavailability, at such time, of a minimum of two members of such Executive
Committee, any three available directors shall constitute the Executive
Committee for the full conduct and management of the affairs and business of the
Company in accordance with the foregoing provisions of this Section. This By-Law
shall be subject to implementation by Resolutions of the


                                        3
<PAGE>

Board of Directors presently existing or hereafter passed from time to time for
that purpose, and any provisions of these By-Laws (other than this Section) and
any resolutions which are contrary to the provisions of this Section or to the
provisions of any such implementary Resolutions shall be suspended during such a
disaster period until it shall be determined by any interim Executive Committee
acting under this section that it shall be to the advantage of the Company to
resume the conduct and management of its affairs and business under all of the
other provisions of these By-Laws.

          Section 2. Audit Committee

                    (A) The Audit Committee shall be composed of five members
who shall be selected by the Board of Directors from its own members, none of
whom shall be an officer of the Company, and shall hold office at the pleasure
of the Board.

                    (B) The Audit Committee shall have general supervision over
the Audit Division in all matters however subject to the approval of the Board
of Directors; it shall consider all matters brought to its attention by the
officer in charge of the Audit Division, review all reports of examination of
the Company made by any governmental agency or such independent auditor employed
for that purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.

                    (C) The Audit Committee shall meet whenever and wherever the
majority of its members shall deem it to be proper for the transaction of its
business, and a majority of its Committee shall constitute a quorum.

          Section 3. Compensation Committee

                    (A) The Compensation Committee shall be composed of not more
than five (5) members who shall be selected by the Board of Directors from its
own members who are not officers of the Company and who shall hold office during
the pleasure of the Board.

                    (B) The Compensation Committee shall in general advise upon
all matters of policy concerning the Company brought to its attention by the
management and from time to time review the management of the Company, major
organizational matters, including salaries and employee benefits and
specifically shall administer the Executive Incentive Compensation Plan.

                    (C) Meetings of the Compensation Committee may be called at
any time by the Chairman of the Compensation Committee, the Chairman of the
Board of Directors, or the President of the Company.

          Section 4. Associate Directors


                                       4
<PAGE>

                    (A) Any person who has served as a director may be elected
by the Board of Directors as an associate director, to serve during the pleasure
of the Board.

                    (B) An associate director shall be entitled to attend all
directors meetings and participate in the discussion of all matters brought to
the Board, with the exception that he would have no right to vote. An associate
director will be eligible for appointment to Committees of the Company, with the
exception of the Executive Committee, Audit Committee and Compensation
Committee, which must be comprised solely of active directors.

          Section 5. Absence or Disqualification of Any Member of a Committee

                    (A) In the absence or disqualification of any member of any
Committee created under Article III of the By-Laws of this Company, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.

                                   ARTICLE IV
                                    OFFICERS

          Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and shall
perform such duties as the Board of Directors may from time to time confer and
direct. He shall also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of the Company.

          Section 2. The Vice Chairman of the Board. The Vice Chairman of the
Board of Directors shall preside at all meetings of the Board of Directors at
which the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.

          Section 3. The President shall have the powers and duties pertaining
to the office of the President conferred or imposed upon him by statute or
assigned to him by the Board of Directors. In the absence of the Chairman of the
Board the President shall have the powers and duties of the Chairman of the
Board.

          Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.


                                       5
<PAGE>

          Section 5. There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all the
duties of the Chairman of the Board of Directors and/or the President and such
other powers and duties as may from time to time be assigned to them by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President and by the officer in charge of the department or division to which
they are assigned.

          Section 6. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings and
to recording the same in the minute books of the Company. In addition to the
other notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

          Section 7. The Treasurer shall have general supervision over all
assets and liabilities of the Company. He shall be custodian of and responsible
for all monies, funds and valuables of the Company and for the keeping of proper
records of the evidence of property or indebtedness and of all the transactions
of the Company. He shall have general supervision of the expenditures of the
Company and shall report to the Board of Directors at each regular meeting of
the condition of the Company, and perform such other duties as may be assigned
to him from time to time by the Board of Directors of the Executive Committee.

          Section 8. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors at appropriate times a report
relating to the general condition and internal operations of the Company.

          There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

          Section 9. The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
the Board of Directors.

          There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

          Section 10. There may be one or more officers, subordinate in rank to
all Vice Presidents with such functional titles as shall be determined from time
to time by the Board of


                                       6
<PAGE>

Directors, who shall ex officio hold the office Assistant Secretary of this
Company and who may perform such duties as may be prescribed by the officer in
charge of the department or division to whom they are assigned.

          Section 11. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.

                                    ARTICLE V
                          STOCK AND STOCK CERTIFICATES

          Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

          Section 2. Certificates of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of Directors
and countersigned by the Secretary or Treasurer or an Assistant Secretary, and
the seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new certificate
or certificates shall be issued in lieu thereof. Duplicate certificates of stock
shall be issued only upon giving such security as may be satisfactory to the
Board of Directors or the Executive Committee.

          Section 3. The Board of Directors of the Company is authorized to fix
in advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.

                                   ARTICLE VI
                                      SEAL

          Section 1. The corporate seal of the Company shall be in the following
form:

                    Between two concentric circles the words


                                       7
<PAGE>

                    "Wilmington Trust Company" within the inner
                    circle the words "Wilmington, Delaware."

                                   ARTICLE VII
                                   FISCAL YEAR

          Section 1. The fiscal year of the Company shall be the calendar year.

                                  ARTICLE VIII
                     EXECUTION OF INSTRUMENTS OF THE COMPANY

          Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full power
and authority to enter into, make, sign, execute, acknowledge and/or deliver and
the Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.

                                   ARTICLE IX
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

          Section 1. Directors and associate directors of the Company, other
than salaried officers of the Company, shall be paid such reasonable honoraria
or fees for attending meetings of the Board of Directors as the Board of
Directors may from time to time determine. Directors and associate directors who
serve as members of committees, other than salaried employees of the Company,
shall be paid such reasonable honoraria or fees for services as members of
committees as the Board of Directors shall from time to time determine and
directors and associate directors may be employed by the Company for such
special services as the Board of Directors may from time to time determine and
shall be paid for such special services so performed reasonable compensation as
may be determined by the Board of Directors.

                                    ARTICLE X
                                 INDEMNIFICATION


                                       8
<PAGE>

          Section 1. (A) The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably
incurred by such person. The Corporation shall indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Corporation.

                    (B) The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided, however,
that the payment of expenses incurred by a Director or officer in his capacity
as a Director or officer in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking by the Director or officer to
repay all amounts advanced if it should be ultimately determined that the
Director or officer is not entitled to be indemnified under this Article or
otherwise.

                    (C) If a claim for indemnification or payment of expenses,
under this Article X is not paid in full within ninety days after a written
claim therefor has been received by the Corporation the claimant may file suit
to recover the unpaid amount of such claim and, if successful in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim. In any
such action the Corporation shall have the burden of proving that the claimant
was not entitled to the requested indemnification of payment of expenses under
applicable law.

                    (D) The rights conferred on any person by this Article X
shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
Directors or otherwise.

                    (E) Any repeal or modification of the foregoing provisions
of this Article X shall not adversely affect any right or protection hereunder
of any person in respect of any act or omission occurring prior to the time of
such repeal or modification.

                                   ARTICLE XI
                            AMENDMENTS TO THE BY-LAWS

          Section 1. These By-Laws may be altered, amended or repealed, in whole
or in part, and any new By-Law or By-Laws adopted at any regular or special
meeting of the Board of


                                       9
<PAGE>

Directors by a vote of the majority of all the members of the Board of Directors
then in office.






                                       10
<PAGE>

                                    EXHIBIT C

                             SECTION 321(b) CONSENT

          Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.

                                        WILMINGTON TRUST COMPANY

Dated: January 11, 2002                 By:  /s/ David A. Vanaskey
                                           ----------------------------------
                                        Name:  David A. Vanaskey
                                        Title: Vice President

<PAGE>


                                    EXHIBIT D

                                     NOTICE

               This form is intended to assist state nonmember banks and savings
               banks with state publication requirements. It has not been
               approved by any state banking authorities. Refer to your
               appropriate state banking authorities for your state publication
               requirements.

R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

           WILMINGTON TRUST COMPANY                        of   WILMINGTON
----------------------------------------------------------    --------------
                 Name of Bank                                      City

in the State of DELAWARE, at the close of business on September 30, 2001.

<TABLE>
<CAPTION>
ASSETS

                                                                          Thousands of dollars
<S>                                                                       <C>
Cash and balances due from depository institutions:

        Noninterest-bearing balances and currency and coins............................274,398
        Interest-bearing balances............................................................0
Held-to-maturity securities............................................................ 15,956
Available-for-sale securities........................................................1,177,116
Federal funds sold and securities purchased under agreements to resell.................453,981
Loans and lease financing receivables:
        Loans and leases, net of unearned income............. 4,879,670
        LESS: Allowance for loan and lease losses............    73,439
        LESS: Allocated transfer risk reserve................         0
        Loans and leases, net of unearned income, allowance, and reserve.............4,806,231
Assets held in trading accounts..............................................................0
Premises and fixed assets (including capitalized leases)...............................133,431
Other real estate owned....................................................................668
Investments in unconsolidated subsidiaries and associated companies......................1,605
Customers' liability to this bank on acceptances outstanding.................................0
Intangible assets:
        a. Goodwill....................................................................... 217
        b. Other intangible assets...................................................... 4,230
Other assets.......................................................................... 161,671
Total assets.........................................................................7,029,504
                                                                        CONTINUED ON NEXT PAGE
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                 <C>
LIABILITIES

Deposits:
In domestic offices..................................................................5,443,431
        Noninterest-bearing................. 1,067,087
        Interest-bearing.................... 4,376,344
Federal funds purchased and Securities sold under agreements to repurchase.............549,060
Trading liabilities (from Schedule RC-D).....................................................0
Other borrowed money (includes mortgage indebtedness and obligations under capitalized
leases:................................................................................390,810
Bank's liability on acceptances executed and outstanding.....................................0
Subordinated notes and debentures............................................................0
Other liabilities (from Schedule RC-G)................................................ 108,356
Total liabilities....................................................................6,491,657

EQUITY CAPITAL

Perpetual preferred stock and related surplus................................................0
Common Stock...............................................................................500
Surplus (exclude all surplus related to preferred stock)................................62,118
a. Retained earnings...................................................................459,554
b. Accumulated other comprehensive income.............................................. 15,675
Total equity capital...................................................................537,847
Total liabilities, limited-life preferred stock, and equity capital..................7,029,504
</TABLE>



                                       2
<PAGE>

                                                       Registration No. ________

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)___

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)


               Delaware                              51-0055023
      (State of incorporation)          (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)

                               CALPINE CORPORATION
               (Exact name of obligor as specified in its charter)

          Delaware                                      77-0212977
  (State of incorporation)                (I.R.S. employer identification no.)

       50 West San Fernando Street
          San Jose, California                           95113
(Address of principal executive offices)               (Zip Code)

                Guarantees of Calpine Corporation with respect to
             Debt Securities of Calpine Canada Energy Finance II ULC
                       (Title of the indenture securities)


================================================================================

<PAGE>

ITEM 1.   GENERAL INFORMATION.

                Furnish the following information as to the trustee:

          (a)   Name and address of each examining or supervising authority to
                which it is subject.

                Federal Deposit Insurance Co.        State Bank Commissioner
                Five Penn Center                     Dover, Delaware
                Suite #2901
                Philadelphia, PA

          (b)   Whether it is authorized to exercise corporate trust powers.

                The trustee is authorized to exercise corporate trust powers.

ITEM 2.   AFFILIATIONS WITH THE OBLIGOR.

                If the obligor is an affiliate of the trustee, describe each
          affiliation:

                Based upon an examination of the books and records of the
          trustee and upon information furnished by the obligor, the obligor is
          not an affiliate of the trustee.

ITEM 16.  LIST OF EXHIBITS.

          List below all exhibits filed as part of this Statement of Eligibility
and Qualification.

          A.    Copy of the Charter of Wilmington Trust Company, which includes
                the certificate of authority of Wilmington Trust Company to
                commence business and the authorization of Wilmington Trust
                Company to exercise corporate trust powers.

          B.    Copy of By-Laws of Wilmington Trust Company.

          C.    Consent of Wilmington Trust Company required by Section 321(b)
                of Trust Indenture Act.

          D.    Copy of most recent Report of Condition of Wilmington Trust
                Company.

          Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 11th day
of January, 2002.

                                                WILMINGTON TRUST COMPANY

[SEAL]

Attest:  /s/ S. Thomas Davidson                 By:  /s/ David A. Vanaskey
       ----------------------------                ----------------------------
       Assistant Secretary                      Name:  David A. Vanaskey
                                                Title: Vice President



                                       2
<PAGE>

                                    EXHIBIT A

                                 AMENDED CHARTER

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                           AS EXISTING ON MAY 9, 1987


<PAGE>

                                 AMENDED CHARTER

                                       OR

                              ACT OF INCORPORATION

                                       OF

                            WILMINGTON TRUST COMPANY

          WILMINGTON TRUST COMPANY, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name
of which company was changed to "WILMINGTON TRUST COMPANY" by an amendment filed
in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter
or Act of Incorporation of which company has been from time to time amended and
changed by merger agreements pursuant to the corporation law for state banks and
trust companies of the State of Delaware, does hereby alter and amend its
Charter or Act of Incorporation so that the same as so altered and amended shall
in its entirety read as follows:

          FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

          SECOND: - The location of its principal office in the State of
          Delaware is at Rodney Square North, in the City of Wilmington, County
          of New Castle; the name of its resident agent is WILMINGTON TRUST
          COMPANY whose address is Rodney Square North, in said City. In
          addition to such principal office, the said corporation maintains and
          operates branch offices in the City of Newark, New Castle County,
          Delaware, the Town of Newport, New Castle County, Delaware, at
          Claymont, New Castle County, Delaware, at Greenville, New Castle
          County Delaware, and at Milford Cross Roads, New Castle County,
          Delaware, and shall be empowered to open, maintain and operate branch
          offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market
          Street, and 3605 Market Street, all in the City of Wilmington, New
          Castle County, Delaware, and such other branch offices or places of
          business as may be authorized from time to time by the agency or
          agencies of the government of the State of Delaware empowered to
          confer such authority.

          THIRD: - (a) The nature of the business and the objects and purposes
          proposed to be transacted, promoted or carried on by this Corporation
          are to do any or all of the things herein mentioned as fully and to
          the same extent as natural persons might or could do and in any part
          of the world, viz.:

                (1) To sue and be sued, complain and defend in any Court of law
                or equity and to make and use a common seal, and alter the seal
                at pleasure, to hold, purchase, convey, mortgage or otherwise
                deal in real and personal estate and property, and to appoint
                such officers and agents as the business of the Corporation
                shall require, to make by-laws not inconsistent with the
                Constitution or laws of the United States or of this State, to
                discount bills, notes or other evidences of debt, to receive
                deposits of money, or securities for money, to buy gold and
                silver bullion and foreign coins, to buy and sell bills of
                exchange, and generally to use,

<PAGE>

                exercise and enjoy all the powers, rights, privileges and
                franchises incident to a corporation which are proper or
                necessary for the transaction of the business of the Corporation
                hereby created.

                (2) To insure titles to real and personal property, or any
                estate or interests therein, and to guarantee the holder of such
                property, real or personal, against any claim or claims, adverse
                to his interest therein, and to prepare and give certificates of
                title for any lands or premises in the State of Delaware, or
                elsewhere.

                (3) To act as factor, agent, broker or attorney in the receipt,
                collection, custody, investment and management of funds, and the
                purchase, sale, management and disposal of property of all
                descriptions, and to prepare and execute all papers which may be
                necessary or proper in such business.

                (4) To prepare and draw agreements, contracts, deeds, leases,
                conveyances, mortgages, bonds and legal papers of every
                description, and to carry on the business of conveyancing in all
                its branches.

                (5) To receive upon deposit for safekeeping money, jewelry,
                plate, deeds, bonds and any and all other personal property of
                every sort and kind, from executors, administrators, guardians,
                public officers, courts, receivers, assignees, trustees, and
                from all fiduciaries, and from all other persons and
                individuals, and from all corporations whether state, municipal,
                corporate or private, and to rent boxes, safes, vaults and other
                receptacles for such property.

                (6) To act as agent or otherwise for the purpose of registering,
                issuing, certificating, countersigning, transferring or
                underwriting the stock, bonds or other obligations of any
                corporation, association, state or municipality, and may receive
                and manage any sinking fund therefor on such terms as may be
                agreed upon between the two parties, and in like manner may act
                as Treasurer of any corporation or municipality.

                (7) To act as Trustee under any deed of trust, mortgage, bond or
                other instrument issued by any state, municipality, body
                politic, corporation, association or person, either alone or in
                conjunction with any other person or persons, corporation or
                corporations.

                (8) To guarantee the validity, performance or effect of any
                contract or agreement, and the fidelity of persons holding
                places of responsibility or trust; to become surety for any
                person, or persons, for the faithful performance of any trust,
                office, duty, contract or agreement, either by itself or in
                conjunction with any other person, or persons, corporation, or
                corporations, or in like manner become surety upon any bond,
                recognizance, obligation, judgment, suit, order, or


                                       2
<PAGE>

                decree to be entered in any court of record within the State of
                Delaware or elsewhere, or which may now or hereafter be required
                by any law, judge, officer or court in the State of Delaware or
                elsewhere.

                (9) To act by any and every method of appointment as trustee,
                trustee in bankruptcy, receiver, assignee, assignee in
                bankruptcy, executor, administrator, guardian, bailee, or in any
                other trust capacity in the receiving, holding, managing, and
                disposing of any and all estates and property, real, personal or
                mixed, and to be appointed as such trustee, trustee in
                bankruptcy, receiver, assignee, assignee in bankruptcy,
                executor, administrator, guardian or bailee by any persons,
                corporations, court, officer, or authority, in the State of
                Delaware or elsewhere; and whenever this Corporation is so
                appointed by any person, corporation, court, officer or
                authority such trustee, trustee in bankruptcy, receiver,
                assignee, assignee in bankruptcy, executor, administrator,
                guardian, bailee, or in any other trust capacity, it shall not
                be required to give bond with surety, but its capital stock
                shall be taken and held as security for the performance of the
                duties devolving upon it by such appointment.

                (10) And for its care, management and trouble, and the exercise
                of any of its powers hereby given, or for the performance of any
                of the duties which it may undertake or be called upon to
                perform, or for the assumption of any responsibility the said
                Corporation may be entitled to receive a proper compensation.

                (11) To purchase, receive, hold and own bonds, mortgages,
                debentures, shares of capital stock, and other securities,
                obligations, contracts and evidences of indebtedness, of any
                private, public or municipal corporation within and without the
                State of Delaware, or of the Government of the United States, or
                of any state, territory, colony, or possession thereof, or of
                any foreign government or country; to receive, collect, receipt
                for, and dispose of interest, dividends and income upon and from
                any of the bonds, mortgages, debentures, notes, shares of
                capital stock, securities, obligations, contracts, evidences of
                indebtedness and other property held and owned by it, and to
                exercise in respect of all such bonds, mortgages, debentures,
                notes, shares of capital stock, securities, obligations,
                contracts, evidences of indebtedness and other property, any and
                all the rights, powers and privileges of individual owners
                thereof, including the right to vote thereon; to invest and deal
                in and with any of the moneys of the Corporation upon such
                securities and in such manner as it may think fit and proper,
                and from time to time to vary or realize such investments; to
                issue bonds and secure the same by pledges or deeds of trust or
                mortgages of or upon the whole or any part of the property held
                or owned by the Corporation, and to sell and pledge such bonds,
                as and when the Board of Directors shall determine, and in the
                promotion of its said corporate business of investment and to
                the extent authorized by law, to lease, purchase, hold, sell,
                assign, transfer, pledge, mortgage and convey real


                                       3
<PAGE>

                and personal property of any name and nature and any estate or
                interest therein.

          (b) In furtherance of, and not in limitation, of the powers conferred
          by the laws of the State of Delaware, it is hereby expressly provided
          that the said Corporation shall also have the following powers:

                (1) To do any or all of the things herein set forth, to the same
                extent as natural persons might or could do, and in any part of
                the world.

                (2) To acquire the good will, rights, property and franchises
                and to undertake the whole or any part of the assets and
                liabilities of any person, firm, association or corporation, and
                to pay for the same in cash, stock of this Corporation, bonds or
                otherwise; to hold or in any manner to dispose of the whole or
                any part of the property so purchased; to conduct in any lawful
                manner the whole or any part of any business so acquired, and to
                exercise all the powers necessary or convenient in and about the
                conduct and management of such business.

                (3) To take, hold, own, deal in, mortgage or otherwise lien, and
                to lease, sell, exchange, transfer, or in any manner whatever
                dispose of property, real, personal or mixed, wherever situated.

                (4) To enter into, make, perform and carry out contracts of
                every kind with any person, firm, association or corporation,
                and, without limit as to amount, to draw, make, accept, endorse,
                discount, execute and issue promissory notes, drafts, bills of
                exchange, warrants, bonds, debentures, and other negotiable or
                transferable instruments.

                (5) To have one or more offices, to carry on all or any of its
                operations and businesses, without restriction to the same
                extent as natural persons might or could do, to purchase or
                otherwise acquire, to hold, own, to mortgage, sell, convey or
                otherwise dispose of, real and personal property, of every class
                and description, in any State, District, Territory or Colony of
                the United States, and in any foreign country or place.

                (6) It is the intention that the objects, purposes and powers
                specified and clauses contained in this paragraph shall (except
                where otherwise expressed in said paragraph) be nowise limited
                or restricted by reference to or inference from the terms of any
                other clause of this or any other paragraph in this charter, but
                that the objects, purposes and powers specified in each of the
                clauses of this paragraph shall be regarded as independent
                objects, purposes and powers.

          FOURTH: - (a) The total number of shares of all classes of stock which
          the Corporation shall have authority to issue is forty-one million
          (41,000,000) shares, consisting of:


                                       4
<PAGE>

                (1) One million (1,000,000) shares of Preferred stock, par value
                $10.00 per share (hereinafter referred to as "Preferred Stock");
                and

                (2) Forty million (40,000,000) shares of Common Stock, par value
                $1.00 per share (hereinafter referred to as "Common Stock").

          (b) Shares of Preferred Stock may be issued from time to time in one
          or more series as may from time to time be determined by the Board of
          Directors each of said series to be distinctly designated. All shares
          of any one series of Preferred Stock shall be alike in every
          particular, except that there may be different dates from which
          dividends, if any, thereon shall be cumulative, if made cumulative.
          The voting powers and the preferences and relative, participating,
          optional and other special rights of each such series, and the
          qualifications, limitations or restrictions thereof, if any, may
          differ from those of any and all other series at any time outstanding;
          and, subject to the provisions of subparagraph 1 of Paragraph (c) of
          this Article FOURTH, the Board of Directors of the Corporation is
          hereby expressly granted authority to fix by resolution or resolutions
          adopted prior to the issuance of any shares of a particular series of
          Preferred Stock, the voting powers and the designations, preferences
          and relative, optional and other special rights, and the
          qualifications, limitations and restrictions of such series,
          including, but without limiting the generality of the foregoing, the
          following:

                (1) The distinctive designation of, and the number of shares of
                Preferred Stock which shall constitute such series, which number
                may be increased (except where otherwise provided by the Board
                of Directors) or decreased (but not below the number of shares
                thereof then outstanding) from time to time by like action of
                the Board of Directors;

                (2) The rate and times at which, and the terms and conditions on
                which, dividends, if any, on Preferred Stock of such series
                shall be paid, the extent of the preference or relation, if any,
                of such dividends to the dividends payable on any other class or
                classes, or series of the same or other class of stock and
                whether such dividends shall be cumulative or non-cumulative;

                (3) The right, if any, of the holders of Preferred Stock of such
                series to convert the same into or exchange the same for, shares
                of any other class or classes or of any series of the same or
                any other class or classes of stock of the Corporation and the
                terms and conditions of such conversion or exchange;

                (4) Whether or not Preferred Stock of such series shall be
                subject to redemption, and the redemption price or prices and
                the time or times at which, and the terms and conditions on
                which, Preferred Stock of such series may be redeemed.

                (5) The rights, if any, of the holders of Preferred Stock of
                such series upon the voluntary or involuntary liquidation,
                merger, consolidation, distribution or sale


                                       5
<PAGE>

                of assets, dissolution or winding-up, of the Corporation.

                (6) The terms of the sinking fund or redemption or purchase
                account, if any, to be provided for the Preferred Stock of such
                series; and

                (7) The voting powers, if any, of the holders of such series of
                Preferred Stock which may, without limiting the generality of
                the foregoing include the right, voting as a series or by itself
                or together with other series of Preferred Stock or all series
                of Preferred Stock as a class, to elect one or more directors of
                the Corporation if there shall have been a default in the
                payment of dividends on any one or more series of Preferred
                Stock or under such circumstances and on such conditions as the
                Board of Directors may determine.

          (c) (1) After the requirements with respect to preferential dividends
          on the Preferred Stock (fixed in accordance with the provisions of
          section (b) of this Article FOURTH), if any, shall have been met and
          after the Corporation shall have complied with all the requirements,
          if any, with respect to the setting aside of sums as sinking funds or
          redemption or purchase accounts (fixed in accordance with the
          provisions of section (b) of this Article FOURTH), and subject further
          to any conditions which may be fixed in accordance with the provisions
          of section (b) of this Article FOURTH, then and not otherwise the
          holders of Common Stock shall be entitled to receive such dividends as
          may be declared from time to time by the Board of Directors.

                (2) After distribution in full of the preferential amount, if
                any, (fixed in accordance with the provisions of section (b) of
                this Article FOURTH), to be distributed to the holders of
                Preferred Stock in the event of voluntary or involuntary
                liquidation, distribution or sale of assets, dissolution or
                winding-up, of the Corporation, the holders of the Common Stock
                shall be entitled to receive all of the remaining assets of the
                Corporation, tangible and intangible, of whatever kind available
                for distribution to stockholders ratably in proportion to the
                number of shares of Common Stock held by them respectively.

                (3) Except as may otherwise be required by law or by the
                provisions of such resolution or resolutions as may be adopted
                by the Board of Directors pursuant to section (b) of this
                Article FOURTH, each holder of Common Stock shall have one vote
                in respect of each share of Common Stock held on all matters
                voted upon by the stockholders.

          (d) No holder of any of the shares of any class or series of stock or
          of options, warrants or other rights to purchase shares of any class
          or series of stock or of other securities of the Corporation shall
          have any preemptive right to purchase or subscribe for any unissued
          stock of any class or series or any additional shares of any class or
          series to be issued by reason of any increase of the authorized
          capital stock of the Corporation of any class or series, or bonds,
          certificates of indebtedness, debentures or


                                       6
<PAGE>

          other securities convertible into or exchangeable for stock of the
          Corporation of any class or series, or carrying any right to purchase
          stock of any class or series, but any such unissued stock, additional
          authorized issue of shares of any class or series of stock or
          securities convertible into or exchangeable for stock, or carrying any
          right to purchase stock, may be issued and disposed of pursuant to
          resolution of the Board of Directors to such persons, firms,
          corporations or associations, whether such holders or others, and upon
          such terms as may be deemed advisable by the Board of Directors in the
          exercise of its sole discretion.

          (e) The relative powers, preferences and rights of each series of
          Preferred Stock in relation to the relative powers, preferences and
          rights of each other series of Preferred Stock shall, in each case, be
          as fixed from time to time by the Board of Directors in the resolution
          or resolutions adopted pursuant to authority granted in section (b) of
          this Article FOURTH and the consent, by class or series vote or
          otherwise, of the holders of such of the series of Preferred Stock as
          are from time to time outstanding shall not be required for the
          issuance by the Board of Directors of any other series of Preferred
          Stock whether or not the powers, preferences and rights of such other
          series shall be fixed by the Board of Directors as senior to, or on a
          parity with, the powers, preferences and rights of such outstanding
          series, or any of them; provided, however, that the Board of Directors
          may provide in the resolution or resolutions as to any series of
          Preferred Stock adopted pursuant to section (b) of this Article FOURTH
          that the consent of the holders of a majority (or such greater
          proportion as shall be therein fixed) of the outstanding shares of
          such series voting thereon shall be required for the issuance of any
          or all other series of Preferred Stock.

          (f) Subject to the provisions of section (e), shares of any series of
          Preferred Stock may be issued from time to time as the Board of
          Directors of the Corporation shall determine and on such terms and for
          such consideration as shall be fixed by the Board of Directors.

          (g) Shares of Common Stock may be issued from time to time as the
          Board of Directors of the Corporation shall determine and on such
          terms and for such consideration as shall be fixed by the Board of
          Directors.

          (h) The authorized amount of shares of Common Stock and of Preferred
          Stock may, without a class or series vote, be increased or decreased
          from time to time by the affirmative vote of the holders of a majority
          of the stock of the Corporation entitled to vote thereon.

          FIFTH: - (a) The business and affairs of the Corporation shall be
          conducted and managed by a Board of Directors. The number of directors
          constituting the entire Board shall be not less than five nor more
          than twenty-five as fixed from time to time by vote of a majority of
          the whole Board, provided, however, that the number of directors shall
          not be reduced so as to shorten the term of any director at the time
          in


                                       7
<PAGE>

          office, and provided further, that the number of directors
          constituting the whole Board shall be twenty-four until otherwise
          fixed by a majority of the whole Board.

          (b) The Board of Directors shall be divided into three classes, as
          nearly equal in number as the then total number of directors
          constituting the whole Board permits, with the term of office of one
          class expiring each year. At the annual meeting of stockholders in
          1982, directors of the first class shall be elected to hold office for
          a term expiring at the next succeeding annual meeting, directors of
          the second class shall be elected to hold office for a term expiring
          at the second succeeding annual meeting and directors of the third
          class shall be elected to hold office for a term expiring at the third
          succeeding annual meeting. Any vacancies in the Board of Directors for
          any reason, and any newly created directorships resulting from any
          increase in the directors, may be filled by the Board of Directors,
          acting by a majority of the directors then in office, although less
          than a quorum, and any directors so chosen shall hold office until the
          next annual election of directors. At such election, the stockholders
          shall elect a successor to such director to hold office until the next
          election of the class for which such director shall have been chosen
          and until his successor shall be elected and qualified. No decrease in
          the number of directors shall shorten the term of any incumbent
          director.

          (c) Notwithstanding any other provisions of this Charter or Act of
          Incorporation or the By-Laws of the Corporation (and notwithstanding
          the fact that some lesser percentage may be specified by law, this
          Charter or Act of Incorporation or the By-Laws of the Corporation),
          any director or the entire Board of Directors of the Corporation may
          be removed at any time without cause, but only by the affirmative vote
          of the holders of two-thirds or more of the outstanding shares of
          capital stock of the Corporation entitled to vote generally in the
          election of directors (considered for this purpose as one class) cast
          at a meeting of the stockholders called for that purpose.

          (d) Nominations for the election of directors may be made by the Board
          of Directors or by any stockholder entitled to vote for the election
          of directors. Such nominations shall be made by notice in writing,
          delivered or mailed by first class United States mail, postage
          prepaid, to the Secretary of the Corporation not less than 14 days nor
          more than 50 days prior to any meeting of the stockholders called for
          the election of directors; provided, however, that if less than 21
          days' notice of the meeting is given to stockholders, such written
          notice shall be delivered or mailed, as prescribed, to the Secretary
          of the Corporation not later than the close of the seventh day
          following the day on which notice of the meeting was mailed to
          stockholders. Notice of nominations which are proposed by the Board of
          Directors shall be given by the Chairman on behalf of the Board.

          (e) Each notice under subsection (d) shall set forth (i) the name,
          age, business address and, if known, residence address of each nominee
          proposed in such notice, (ii) the principal occupation or employment
          of such nominee and (iii) the number of shares of


                                       8
<PAGE>

          stock of the Corporation which are beneficially owned by each such
          nominee.

          (f) The Chairman of the meeting may, if the facts warrant, determine
          and declare to the meeting that a nomination was not made in
          accordance with the foregoing procedure, and if he should so
          determine, he shall so declare to the meeting and the defective
          nomination shall be disregarded.

          (g) No action required to be taken or which may be taken at any annual
          or special meeting of stockholders of the Corporation may be taken
          without a meeting, and the power of stockholders to consent in
          writing, without a meeting, to the taking of any action is
          specifically denied.

          SIXTH: - The Directors shall choose such officers, agents and servants
          as may be provided in the By-Laws as they may from time to time find
          necessary or proper.

          SEVENTH: - The Corporation hereby created is hereby given the same
          powers, rights and privileges as may be conferred upon corporations
          organized under the Act entitled "An Act Providing a General
          Corporation Law", approved March 10, 1899, as from time to time
          amended.

          EIGHTH: - This Act shall be deemed and taken to be a private Act.

          NINTH: - This Corporation is to have perpetual existence.

          TENTH: - The Board of Directors, by resolution passed by a majority of
          the whole Board, may designate any of their number to constitute an
          Executive Committee, which Committee, to the extent provided in said
          resolution, or in the By-Laws of the Company, shall have and may
          exercise all of the powers of the Board of Directors in the management
          of the business and affairs of the Corporation, and shall have power
          to authorize the seal of the Corporation to be affixed to all papers
          which may require it.

          ELEVENTH: - The private property of the stockholders shall not be
          liable for the payment of corporate debts to any extent whatever.

          TWELFTH: - The Corporation may transact business in any part of the
          world.

          THIRTEENTH: - The Board of Directors of the Corporation is expressly
          authorized to make, alter or repeal the By-Laws of the Corporation by
          a vote of the majority of the entire Board. The stockholders may make,
          alter or repeal any By-Law whether or not adopted by them, provided
          however, that any such additional By-Laws, alterations or repeal may
          be adopted only by the affirmative vote of the holders of two-thirds
          or more of the outstanding shares of capital stock of the Corporation
          entitled to vote generally in the election of directors (considered
          for this purpose as one class).


                                       9
<PAGE>

          FOURTEENTH: - Meetings of the Directors may be held outside of the
          State of Delaware at such places as may be from time to time
          designated by the Board, and the Directors may keep the books of the
          Company outside of the State of Delaware at such places as may be from
          time to time designated by them.

          FIFTEENTH: - (a) (1) In addition to any affirmative vote required by
          law, and except as otherwise expressly provided in sections (b) and
          (c) of this Article FIFTEENTH:

                (A) any merger or consolidation of the Corporation or any
                Subsidiary (as hereinafter defined) with or into (i) any
                Interested Stockholder (as hereinafter defined) or (ii) any
                other corporation (whether or not itself an Interested
                Stockholder), which, after such merger or consolidation, would
                be an Affiliate (as hereinafter defined) of an Interested
                Stockholder, or

                (B) any sale, lease, exchange, mortgage, pledge, transfer or
                other disposition (in one transaction or a series of related
                transactions) to or with any Interested Stockholder or any
                Affiliate of any Interested Stockholder of any assets of the
                Corporation or any Subsidiary having an aggregate fair market
                value of $1,000,000 or more, or

                (C) the issuance or transfer by the Corporation or any
                Subsidiary (in one transaction or a series of related
                transactions) of any securities of the Corporation or any
                Subsidiary to any Interested Stockholder or any Affiliate of any
                Interested Stockholder in exchange for cash, securities or other
                property (or a combination thereof) having an aggregate fair
                market value of $1,000,000 or more, or

                (D) the adoption of any plan or proposal for the liquidation or
                dissolution of the Corporation, or

                (E) any reclassification of securities (including any reverse
                stock split), or recapitalization of the Corporation, or any
                merger or consolidation of the Corporation with any of its
                Subsidiaries or any similar transaction (whether or not with or
                into or otherwise involving an Interested Stockholder) which has
                the effect, directly or indirectly, of increasing the
                proportionate share of the outstanding shares of any class of
                equity or convertible securities of the Corporation or any
                Subsidiary which is directly or indirectly owned by any
                Interested Stockholder, or any Affiliate of any Interested
                Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article FIFTEENTH as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.


                                       10
<PAGE>

                  (2) The term "business combination" as used in this Article
                  FIFTEENTH shall mean any transaction which is referred to in
                  any one or more of clauses (A) through (E) of paragraph 1 of
                  the section (a).

                (b) The provisions of section (a) of this Article FIFTEENTH
                shall not be applicable to any particular business combination
                and such business combination shall require only such
                affirmative vote as is required by law and any other provisions
                of the Charter or Act of Incorporation or By-Laws if such
                business combination has been approved by a majority of the
                whole Board.

                (c)  For the purposes of this Article FIFTEENTH:

          (1) A "person" shall mean any individual, firm, corporation or other
          entity.

          (2) "Interested Stockholder" shall mean, in respect of any business
          combination, any person (other than the Corporation or any Subsidiary)
          who or which as of the record date for the determination of
          stockholders entitled to notice of and to vote on such business
          combination, or immediately prior to the consummation of any such
          transaction:

                (A) is the beneficial owner, directly or indirectly, of more
                than 10% of the Voting Shares, or

                (B) is an Affiliate of the Corporation and at any time within
                two years prior thereto was the beneficial owner, directly or
                indirectly, of not less than 10% of the then outstanding voting
                Shares, or

                (C) is an assignee of or has otherwise succeeded in any share of
                capital stock of the Corporation which were at any time within
                two years prior thereto beneficially owned by any Interested
                Stockholder, and such assignment or succession shall have
                occurred in the course of a transaction or series of
                transactions not involving a public offering within the meaning
                of the Securities Act of 1933.

          (3) A person shall be the "beneficial owner" of any Voting Shares:

                (A) which such person or any of its Affiliates and Associates
                (as hereafter defined) beneficially own, directly or indirectly,
                or

                (B) which such person or any of its Affiliates or Associates has
                (i) the right to acquire (whether such right is exercisable
                immediately or only after the passage of time), pursuant to any
                agreement, arrangement or understanding or upon the exercise of
                conversion rights, exchange rights, warrants or options, or
                otherwise,


                                       11
<PAGE>

                or (ii) the right to vote pursuant to any agreement, arrangement
                or understanding, or

                (C) which are beneficially owned, directly or indirectly, by any
                other person with which such first mentioned person or any of
                its Affiliates or Associates has any agreement, arrangement or
                understanding for the purpose of acquiring, holding, voting or
                disposing of any shares of capital stock of the Corporation.

          (4) The outstanding Voting Shares shall include shares deemed owned
          through application of paragraph (3) above but shall not include any
          other Voting Shares which may be issuable pursuant to any agreement,
          or upon exercise of conversion rights, warrants or options or
          otherwise.

          (5) "Affiliate" and "Associate" shall have the respective meanings
          given those terms in Rule 12b-2 of the General Rules and Regulations
          under the Securities Exchange Act of 1934, as in effect on December
          31, 1981.

          (6) "Subsidiary" shall mean any corporation of which a majority of any
          class of equity security (as defined in Rule 3a11-1 of the General
          Rules and Regulations under the Securities Exchange Act of 1934, as in
          effect on December 31, 1981) is owned, directly or indirectly, by the
          Corporation; provided, however, that for the purposes of the
          definition of Investment Stockholder set forth in paragraph (2) of
          this section (c), the term "Subsidiary" shall mean only a corporation
          of which a majority of each class of equity security is owned,
          directly or indirectly, by the Corporation.

                (d) majority of the directors shall have the power and duty to
                determine for the purposes of this Article FIFTEENTH on the
                basis of information known to them, (1) the number of Voting
                Shares beneficially owned by any person (2) whether a person is
                an Affiliate or Associate of another, (3) whether a person has
                an agreement, arrangement or understanding with another as to
                the matters referred to in paragraph (3) of section (c), or (4)
                whether the assets subject to any business combination or the
                consideration received for the issuance or transfer of
                securities by the Corporation, or any Subsidiary has an
                aggregate fair market value of $1,000,000 or more.

                (e) Nothing contained in this Article FIFTEENTH shall be
                construed to relieve any Interested Stockholder from any
                fiduciary obligation imposed by law.

          SIXTEENTH: Notwithstanding any other provision of this Charter or Act
          of Incorporation or the By-Laws of the Corporation (and in addition to
          any other vote that may be required by law, this Charter or Act of
          Incorporation by the By-Laws), the affirmative vote of the holders of
          at least two-thirds of the outstanding shares of the capital stock of
          the Corporation entitled to vote generally in the election of
          directors (considered for this purpose as one class) shall be required
          to amend, alter or repeal


                                       12
<PAGE>

          any provision of Articles FIFTH, THIRTEENTH, FIFTEENTH or SIXTEENTH of
          this Charter or Act of Incorporation.

          SEVENTEENTH: (a) a Director of this Corporation shall not be liable to
          the Corporation or its stockholders for monetary damages for breach of
          fiduciary duty as a Director, except to the extent such exemption from
          liability or limitation thereof is not permitted under the Delaware
          General Corporation Laws as the same exists or may hereafter be
          amended.

                (b) Any repeal or modification of the foregoing paragraph shall
                not adversely affect any right or protection of a Director of
                the Corporation existing hereunder with respect to any act or
                omission occurring prior to the time of such repeal or
                modification."



                                       13
<PAGE>

                                    EXHIBIT B

                                     BY-LAWS

                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        AS EXISTING ON FEBRUARY 20, 2000


<PAGE>

                       BY-LAWS OF WILMINGTON TRUST COMPANY

                                    ARTICLE I
                             STOCKHOLDERS' MEETINGS

          Section 1. The Annual Meeting of Stockholders shall be held on the
third Thursday in April each year at the principal office at the Company or at
such other date, time, or place as may be designated by resolution by the Board
of Directors.

          Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

          Section 3. Notice of all meetings of the stockholders shall be given
by mailing to each stockholder at least ten (10) days before said meeting, at
his last known address, a written or printed notice fixing the time and place of
such meeting.

          Section 4. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

                                   ARTICLE II
                                    DIRECTORS

          Section 1. The authorized number of directors that shall constitute
the Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

          Section 2. Except as provided in these Bylaws or as otherwise required
by law, there shall be no qualifications for election or service as directors of
the Company. In addition to any other provisions of these Bylaws, to be
qualified for nomination for Election or appointment to the Board of Directors
each person must have not attained the age of sixty nine years at the time of
such election or appointment, provided however, the Nominating and Corporate
Governance Committee may waive such qualification as to a particular candidate
otherwise qualified to serve as a director upon a good faith determination by
such committee that such a waiver is in the best interests of the Company and
its stockholders. The Chairman of the Board of Directors shall not be qualified
to continue to serve as a director upon the termination of his or her service in
that

<PAGE>

office for any reason.

          Section 3. The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

          Section 4. The affairs and business of the Company shall be managed
and conducted by the Board of Directors.

          Section 5. The Board of Directors shall meet at the principal office
of the Company or elsewhere in its discretion at such times to be determined by
a majority of its members, or at the call of the Chairman of the Board of
Directors or the President.

          Section 6. Special meetings of the Board of Directors may be called at
any time by the Chairman of the Board of Directors or by the President, and
shall be called upon the written request of a majority of the directors.

          Section 7. A majority of the directors elected and qualified shall be
necessary to constitute a quorum for the transaction of business at any meeting
of the Board of Directors.

          Section 8. Written notice shall be sent by mail to each director of
any special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

          Section 9. In the event of the death, resignation, removal, inability
to act, or disqualification of any director, the Board of Directors, although
less than a quorum, shall have the right to elect the successor who shall hold
office for the remainder of the full term of the class of directors in which the
vacancy occurred, and until such director's successor shall have been duly
elected and qualified.

          Section 10. The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect from
its own members a Chairman of the Board of Directors and a President who may be
the same person. The Board of Directors shall also elect at such meeting a
Secretary and a Treasurer, who may be the same person, may appoint at any time
such other committees and elect or appoint such other officers as it may deem
advisable. The Board of Directors may also elect at such meeting one or more
Associate Directors.

          Section 11. The Board of Directors may at any time remove, with or
without cause, any member of any Committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

          Section 12. The Board of Directors may designate an officer to be in
charge of such of


                                       2
<PAGE>

the departments or divisions of the Company as it may deem advisable.

                                   ARTICLE III
                                   COMMITTEES

          Section 1. Executive Committee

                    (A) The Executive Committee shall be composed of not more
than nine members who shall be selected by the Board of Directors from its own
members and who shall hold office during the pleasure of the Board.

                    (B) The Executive Committee shall have all the powers of the
Board of Directors when it is not in session to transact all business for and in
behalf of the Company that may be brought before it.

                    (C) The Executive Committee shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members, or at the call of the Chairman of the
Executive Committee or at the call of the Chairman of the Board of Directors.
The majority of its members shall be necessary to constitute a quorum for the
transaction of business. Special meetings of the Executive Committee may be held
at any time when a quorum is present.

                    (D) Minutes of each meeting of the Executive Committee shall
be kept and submitted to the Board of Directors at its next meeting.

                    (E) The Executive Committee shall advise and superintend all
investments that may be made of the funds of the Company, and shall direct the
disposal of the same, in accordance with such rules and regulations as the Board
of Directors from time to time make.

                    (F) In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Company by its directors and officers as contemplated by these By-Laws any
two available members of the Executive Committee as constituted immediately
prior to such disaster shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Company in accordance
with the provisions of Article III of these By-Laws; and if less than three
members of the Trust Committee is constituted immediately prior to such disaster
shall be available for the transaction of its business, such Executive Committee
shall also be empowered to exercise all of the powers reserved to the Trust
Committee under Article III Section 2 hereof. In the event of the
unavailability, at such time, of a minimum of two members of such Executive
Committee, any three available directors shall constitute the Executive
Committee for the full conduct and management of the affairs and business of the
Company in accordance with the foregoing provisions of this Section. This By-Law
shall be subject to implementation by Resolutions of the


                                       3
<PAGE>

Board of Directors presently existing or hereafter passed from time to time for
that purpose, and any provisions of these By-Laws (other than this Section) and
any resolutions which are contrary to the provisions of this Section or to the
provisions of any such implementary Resolutions shall be suspended during such a
disaster period until it shall be determined by any interim Executive Committee
acting under this section that it shall be to the advantage of the Company to
resume the conduct and management of its affairs and business under all of the
other provisions of these By-Laws.

          Section 2. Audit Committee

                    (A) The Audit Committee shall be composed of five members
who shall be selected by the Board of Directors from its own members, none of
whom shall be an officer of the Company, and shall hold office at the pleasure
of the Board.

                    (B) The Audit Committee shall have general supervision over
the Audit Division in all matters however subject to the approval of the Board
of Directors; it shall consider all matters brought to its attention by the
officer in charge of the Audit Division, review all reports of examination of
the Company made by any governmental agency or such independent auditor employed
for that purpose, and make such recommendations to the Board of Directors with
respect thereto or with respect to any other matters pertaining to auditing the
Company as it shall deem desirable.

                    (C) The Audit Committee shall meet whenever and wherever the
majority of its members shall deem it to be proper for the transaction of its
business, and a majority of its Committee shall constitute a quorum.

          Section 3. Compensation Committee

                    (A) The Compensation Committee shall be composed of not more
than five (5) members who shall be selected by the Board of Directors from its
own members who are not officers of the Company and who shall hold office during
the pleasure of the Board.

                    (B) The Compensation Committee shall in general advise upon
all matters of policy concerning the Company brought to its attention by the
management and from time to time review the management of the Company, major
organizational matters, including salaries and employee benefits and
specifically shall administer the Executive Incentive Compensation Plan.

                    (C) Meetings of the Compensation Committee may be called at
any time by the Chairman of the Compensation Committee, the Chairman of the
Board of Directors, or the President of the Company.

          Section 4. Associate Directors


                                       4
<PAGE>

                    (A) Any person who has served as a director may be elected
by the Board of Directors as an associate director, to serve during the pleasure
of the Board.

                    (B) An associate director shall be entitled to attend all
directors meetings and participate in the discussion of all matters brought to
the Board, with the exception that he would have no right to vote. An associate
director will be eligible for appointment to Committees of the Company, with the
exception of the Executive Committee, Audit Committee and Compensation
Committee, which must be comprised solely of active directors.

          Section 5. Absence or Disqualification of Any Member of a Committee

                    (A) In the absence or disqualification of any member of any
Committee created under Article III of the By-Laws of this Company, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.

                                   ARTICLE IV
                                    OFFICERS

          Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and shall
perform such duties as the Board of Directors may from time to time confer and
direct. He shall also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of the Company.

          Section 2. The Vice Chairman of the Board. The Vice Chairman of the
Board of Directors shall preside at all meetings of the Board of Directors at
which the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.

          Section 3. The President shall have the powers and duties pertaining
to the office of the President conferred or imposed upon him by statute or
assigned to him by the Board of Directors. In the absence of the Chairman of the
Board the President shall have the powers and duties of the Chairman of the
Board.

          Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.


                                       5
<PAGE>

          Section 5. There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all the
duties of the Chairman of the Board of Directors and/or the President and such
other powers and duties as may from time to time be assigned to them by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President and by the officer in charge of the department or division to which
they are assigned.

          Section 6. The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings and
to recording the same in the minute books of the Company. In addition to the
other notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

          Section 7. The Treasurer shall have general supervision over all
assets and liabilities of the Company. He shall be custodian of and responsible
for all monies, funds and valuables of the Company and for the keeping of proper
records of the evidence of property or indebtedness and of all the transactions
of the Company. He shall have general supervision of the expenditures of the
Company and shall report to the Board of Directors at each regular meeting of
the condition of the Company, and perform such other duties as may be assigned
to him from time to time by the Board of Directors of the Executive Committee.

          Section 8. There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors at appropriate times a report
relating to the general condition and internal operations of the Company.

          There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

          Section 9. The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
the Board of Directors.

          There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

          Section 10. There may be one or more officers, subordinate in rank to
all Vice Presidents with such functional titles as shall be determined from time
to time by the Board of


                                       6
<PAGE>

Directors, who shall ex officio hold the office Assistant Secretary of this
Company and who may perform such duties as may be prescribed by the officer in
charge of the department or division to whom they are assigned.

          Section 11. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.

                                    ARTICLE V
                          STOCK AND STOCK CERTIFICATES

          Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

          Section 2. Certificates of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of Directors
and countersigned by the Secretary or Treasurer or an Assistant Secretary, and
the seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new certificate
or certificates shall be issued in lieu thereof. Duplicate certificates of stock
shall be issued only upon giving such security as may be satisfactory to the
Board of Directors or the Executive Committee.

          Section 3. The Board of Directors of the Company is authorized to fix
in advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.

                                   ARTICLE VI
                                      SEAL

          Section 1. The corporate seal of the Company shall be in the following
form:

                    Between two concentric circles the words


                                       7
<PAGE>

                    "Wilmington Trust Company" within the inner
                    circle the words "Wilmington, Delaware."

                                   ARTICLE VII
                                   FISCAL YEAR

          Section 1. The fiscal year of the Company shall be the calendar year.

                                  ARTICLE VIII
                     EXECUTION OF INSTRUMENTS OF THE COMPANY

          Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full power
and authority to enter into, make, sign, execute, acknowledge and/or deliver and
the Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.

                                   ARTICLE IX
               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

          Section 1. Directors and associate directors of the Company, other
than salaried officers of the Company, shall be paid such reasonable honoraria
or fees for attending meetings of the Board of Directors as the Board of
Directors may from time to time determine. Directors and associate directors who
serve as members of committees, other than salaried employees of the Company,
shall be paid such reasonable honoraria or fees for services as members of
committees as the Board of Directors shall from time to time determine and
directors and associate directors may be employed by the Company for such
special services as the Board of Directors may from time to time determine and
shall be paid for such special services so performed reasonable compensation as
may be determined by the Board of Directors.

                                    ARTICLE X
                                 INDEMNIFICATION


                                       8
<PAGE>

          Section 1. (A) The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably
incurred by such person. The Corporation shall indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Corporation.

                    (B) The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, provided, however,
that the payment of expenses incurred by a Director or officer in his capacity
as a Director or officer in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking by the Director or officer to
repay all amounts advanced if it should be ultimately determined that the
Director or officer is not entitled to be indemnified under this Article or
otherwise.

                    (C) If a claim for indemnification or payment of expenses,
under this Article X is not paid in full within ninety days after a written
claim therefor has been received by the Corporation the claimant may file suit
to recover the unpaid amount of such claim and, if successful in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim. In any
such action the Corporation shall have the burden of proving that the claimant
was not entitled to the requested indemnification of payment of expenses under
applicable law.

                    (D) The rights conferred on any person by this Article X
shall not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Charter or Act of
Incorporation, these By-Laws, agreement, vote of stockholders or disinterested
Directors or otherwise.

                    (E) Any repeal or modification of the foregoing provisions
of this Article X shall not adversely affect any right or protection hereunder
of any person in respect of any act or omission occurring prior to the time of
such repeal or modification.

                                   ARTICLE XI
                            AMENDMENTS TO THE BY-LAWS

          Section 1. These By-Laws may be altered, amended or repealed, in whole
or in part, and any new By-Law or By-Laws adopted at any regular or special
meeting of the Board of


                                       9
<PAGE>

Directors by a vote of the majority of all the members of the Board of Directors
then in office.





                                       10
<PAGE>

                                    EXHIBIT C

                             SECTION 321(b) CONSENT

          Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.

                                        WILMINGTON TRUST COMPANY

Dated: January 11, 2002                 By:  /s/ David A. Vanaskey
                                           --------------------------------
                                        Name:  David A. Vanaskey
                                        Title: Vice President

<PAGE>

                                    EXHIBIT D

                                     NOTICE

               This form is intended to assist state nonmember banks and savings
               banks with state publication requirements. It has not been
               approved by any state banking authorities. Refer to your
               appropriate state banking authorities for your state publication
               requirements.

R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

           WILMINGTON TRUST COMPANY                        of   WILMINGTON
----------------------------------------------------------    --------------
                 Name of Bank                                      City

in the State of DELAWARE, at the close of business on September 30, 2001.

<TABLE>
<CAPTION>
ASSETS

                                                                          Thousands of dollars
<S>                                                                       <C>
Cash and balances due from depository institutions:

        Noninterest-bearing balances and currency and coins............................274,398
        Interest-bearing balances............................................................0
Held-to-maturity securities............................................................ 15,956
Available-for-sale securities........................................................1,177,116
Federal funds sold and securities purchased under agreements to resell.................453,981
Loans and lease financing receivables:
        Loans and leases, net of unearned income............. 4,879,670
        LESS: Allowance for loan and lease losses............    73,439
        LESS: Allocated transfer risk reserve................         0
        Loans and leases, net of unearned income, allowance, and reserve.............4,806,231
Assets held in trading accounts..............................................................0
Premises and fixed assets (including capitalized leases)...............................133,431
Other real estate owned....................................................................668
Investments in unconsolidated subsidiaries and associated companies......................1,605
Customers' liability to this bank on acceptances outstanding.................................0
Intangible assets:
        a. Goodwill........................................................................217
        b. Other intangible assets.......................................................4,230
Other assets.......................................................................... 161,671
Total assets.........................................................................7,029,504


                                                                        CONTINUED ON NEXT PAGE
</TABLE>

<PAGE>


<TABLE>
<S>                                                                                 <C>
LIABILITIES

Deposits:
In domestic offices..................................................................5,443,431
        Noninterest-bearing................. 1,067,087
        Interest-bearing.................... 4,376,344
Federal funds purchased and Securities sold under agreements to repurchase.............549,060
Trading liabilities (from Schedule RC-D).....................................................0
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases:....................................................................390,810
Bank's liability on acceptances executed and outstanding.....................................0
Subordinated notes and debentures............................................................0
Other liabilities (from Schedule RC-G)................................................ 108,356
Total liabilities....................................................................6,491,657

EQUITY CAPITAL

Perpetual preferred stock and related surplus................................................0
Common Stock...............................................................................500
Surplus (exclude all surplus related to preferred stock)................................62,118
a. Retained earnings...................................................................459,554
b. Accumulated other comprehensive income...............................................15,675
Total equity capital...................................................................537,847
Total liabilities, limited-life preferred stock, and equity capital..................7,029,504
</TABLE>



                                       2

</TEXT>
</DOCUMENT>
</SUBMISSION>
