<PAGE>   1
                                                                   EXHIBIT 4.8.2


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                              DECLARATION OF TRUST

                            CALPINE CAPITAL TRUST II

                          Dated as of January 24, 2000


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                                TABLE OF CONTENTS
                                -----------------

<TABLE>
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                                                                          Page
                                                                          ----
<S>                                                                       <C>
                                   ARTICLE I
                                  DEFINITIONS

  SECTION 1.1  Definitions ..............................................  1

                                   ARTICLE II
                                  ORGANIZATION

  SECTION 2.1  Name .....................................................  4
  SECTION 2.2  Office ...................................................  4
  SECTION 2.3  Purpose ..................................................  4
  SECTION 2.4  Authority ................................................  5
  SECTION 2.5  Title to Property of the Trust ...........................  5
  SECTION 2.6  Powers of the Trustees ...................................  5
  SECTION 2.7  Filing of Certificate of Trust ...........................  7
  SECTION 2.8  Duration of Trust. .......................................  7
  SECTION 2.9  Responsibilities of the Depositor ........................  7
  SECTION 2.10 Declaration Binding on Securities Holders ................  8

                                  ARTICLE III
                                    TRUSTEES

  SECTION 3.1  Trustees .................................................  8
  SECTION 3.2  Administrative Trustees ..................................  9
  SECTION 3.3  Delaware Trustee .........................................  9
  SECTION 3.4  Property Trustee .........................................  10
  SECTION 3.5  Not Responsible for Recitals or Sufficiency of
                  Declaration ...........................................  10

                                   ARTICLE IV
                           LIMITATION OF LIABILITY OF
                   HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

  SECTION 4.1  Exculpation .............................................. 10
  SECTION 4.2  Fiduciary Duty ........................................... 11
  SECTION 4.3  Indemnification .......................................... 12
  SECTION 4.4  Outside Businesses ....................................... 15

                                   ARTICLE V
</TABLE>


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<TABLE>
<CAPTION>
<S>                                                                    <C>
                    AMENDMENTS, TERMINATION, MISCELLANEOUS

  SECTION 5.1  Amendments ............................................. 16
  SECTION 5.2  Termination of Trust ................................... 16
  SECTION 5.3  Governing Law .......................................... 17
  SECTION 5.4  Headings ............................................... 17
  SECTION 5.5  Successors and Assigns ................................. 17
  SECTION 5.6  Partial Enforceability ................................. 17
  SECTION 5.7  Counterparts ........................................... 17
</TABLE>


                                       ii
<PAGE>   4

                              DECLARATION OF TRUST
                                       OF
                            Calpine Capital Trust II

                                January 24, 2000


               DECLARATION OF TRUST ("Declaration") dated and effective as of
January 24, 2000 by the Trustees (as defined herein), the Depositor (as defined
herein), and by the holders, from time to time, of undivided beneficial
interests in the assets of Trust to be issued pursuant to this Declaration;

               WHEREAS, the parties hereto desire to establish a trust (the
"Trust") pursuant to the Delaware Business Trust Act for the purpose of issuing
and selling certain securities representing undivided beneficial interests in
the assets of the Trust and investing the proceeds thereof in certain Debentures
of the Debenture Issuer;

               NOW, THEREFORE, it being the intention of the parties hereto that
the Trust constitute a business trust under the Business Trust Act and that this
Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the exclusive benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.


                                    ARTICLE I
                                   DEFINITIONS

SECTION I.1  Definitions.

               Unless the context otherwise requires:

        (a)    Capitalized terms used in this Declaration but not defined in the
               preamble above have the respective meanings assigned to them in
               this Section 1.1;

        (b)    a term defined anywhere in this Declaration has the same meaning
               throughout;


<PAGE>   5

        (c)    all references to "the Declaration" or "this Declaration" are to
               this Declaration of Trust as modified, supplemented or amended
               from time to time;

        (d)    all references in this Declaration to Articles and Sections are
               to Articles and Sections of this Declaration unless otherwise
               specified; and

        (e)    a reference to the singular includes the plural and vice versa.

               "Administrative Trustee" means any Trustee other than the
Delaware Trustee and the Property Trustee (as hereinafter defined).

               "Affiliate" has the same meaning as given to that term in Rule
405 of the Securities Act or any successor rule thereunder.

               "Business Day" means any day other than a day on which banking
institutions in New York, New York are authorized or required by law to close.

               "Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Section 3801 et seq., as it may be amended from time to time,
or any successor legislation.

               "Commission" means the Securities and Exchange Commission.

               "Common Securities" means securities representing undivided
beneficial ownership interests in the assets of the Trust with such terms as may
be set out in any amendment to this Declaration.

               "Covered Person" means (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates and (b) any holder of Securities.

               "Debenture Issuer" means the Parent in its capacity as the issuer
of the Debentures under the Indenture.

               "Debentures" means the series of Debentures to be issued by the
Debenture Issuer and acquired by the Trust.

               "Debenture Trustee" means the trustee under the Indenture until a
successor is appointed thereunder, and thereafter means such successor trustee.


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<PAGE>   6

               "Delaware Trustee" has the meaning set forth in Section 3.3.

               "Depositor" means the Parent in its capacity as Depositor of the
Trust.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time or any successor legislation.

               "Fiduciary Indemnified Person" has the meaning set forth in
Section 4.3(b).

               "Indemnified Person" means a Parent Indemnified Person or a
Fiduciary Indemnified Person.

               "Indenture" means the indenture to be entered into between the
Parent and the Debenture Trustee and any indenture supplemental thereto pursuant
to which the Debentures are to be issued.

               "Offering Circular" means the offering circular, dated as of
January [__], 2000, relating to the issuance by the Trust of Preferred
Securities.

               "Parent" means Calpine Corporation, a Delaware corporation or any
successor entity in a merger.

               "Parent Indemnified Person" means (a) any Administrative Trustee;
(b) any Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee; or (d) any employee or agent of the Trust or its
Affiliates.

               "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

               "Preferred Securities" means securities representing undivided
beneficial ownership interests in the assets of the Trust with such terms as may
be set out in any amendment to this Declaration.

               "Property Trustee" has the meaning set forth in Section 3.4.


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<PAGE>   7

               "Securities" means the Common Securities and the Preferred
Securities.

               "Securities Act" means the Securities Act of 1933, as amended
from time to time, or any successor legislation.

               "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.


                                   ARTICLE II
                                  ORGANIZATION

SECTION II.1 Name.

               The Trust created by this Declaration is named "Calpine Capital
Trust II." The Trust's activities may be conducted under the name of the Trust
or any other name deemed advisable by the Administrative Trustees.

SECTION II.2 Office.

               The address of the principal office of the Trust is c/o Calpine
Corporation, 50 West San Fernando Street, San Jose, California 95113. At any
time, the Administrative Trustees may designate another principal office.

SECTION II.3 Purpose.

               The Depositor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $10. The Trustees hereby acknowledge 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 the Business Trust Act,
and that this Declaration constitute the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust in the office of the Secretary of State of the State of Delaware in the
form attached hereto. The Trust is hereby established by the


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<PAGE>   8

Depositor and the Trustees for the purposes of (i) issuing Preferred Securities
representing undivided beneficial interests in the assets of the Trust in
exchange for cash and investing the proceeds thereof in Debentures, (ii) issuing
and selling Common Securities to the Depositor representing undivided beneficial
interests in the assets of the Trust in exchange for cash and investing the
proceeds thereof in additional Debentures and (iii) engaging in such other
activities as are necessary, convenient or incidental thereto. The Trust shall
not borrow money, issue debt or reinvest proceeds derived from investments,
pledge any of its assets, or otherwise undertake (or permit to be undertaken)
any activity that would cause the Trust not to be classified for United States
federal income tax purposes as a grantor trust.

               Concurrent with the first issuance of any Securities by the
Trust, the Depositor and the Trustees intend to enter into an amended and
restated Declaration of Trust, satisfactory to each such party to provide for
the contemplated operation of the Trust created hereby and the issuance of the
Preferred Securities and the Common Securities 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.

SECTION II.4 Authority.

               Subject to the limitations provided in this Declaration, the
Administrative Trustees shall have exclusive and complete authority to carry out
the purposes of the Trust. An action taken by the Administrative Trustees in
accordance with their powers shall constitute the act of and serve to bind the
Trust. In dealing with the Administrative Trustees acting on behalf of the
Trust, no Person shall be required to inquire into the authority of the
Administrative Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Administrative
Trustees as set forth in this Declaration.

SECTION II.5 Title to Property of the Trust.

               Subject to Section 2.6(c), legal title to all assets of the Trust
shall be vested in the Trust.

SECTION II.6 Powers of the Trustees.

               The Administrative Trustees shall have the exclusive power and


                                       5
<PAGE>   9

authority to cause the Trust to engage in the following activities:

               (a) to issue and sell the Preferred Securities and the Common
Securities in accordance with this Declaration; provided, however, that the
Trust may issue no more than one series of Preferred Securities and no more than
one series of Common Securities, and, provided further, that there shall be no
interests in the Trust other than the Securities and the issuance of the
Securities shall be limited to a one-time, simultaneous issuance of both
Preferred Securities and Common Securities;

               (b) in connection with the issue and sale of the Preferred
Securities:

                      (i) assist in the preparation of the Offering Circular and
               preliminary offering circular, if any, in each case prepared by
               the Depositor, in relation to the offering and sale of the
               Preferred Securities to qualified institutional buyers in
               reliance of Rule 144A under the Securities Act and to execute and
               file with the Commission, at such time as determined by the
               Depositor a registration statement under the Securities Act
               prepared by the Depositor, including any amendments thereto in
               relation to the Preferred Securities, and all other
               registrations, applications, statements, certificates, and other
               instruments;

                      (ii) execute and file any documents prepared by the
               Depositor, or take any acts as determined by the Depositor to be
               necessary in order to qualify or register all or part of the
               Preferred Securities in any state or foreign jurisdiction in
               which the Depositor has determined to qualify or register such
               Preferred Securities for sale;

                      (iii) execute and deliver letters, documents, or
               instruments with The Depository Trust Company relating the
               Preferred Securities;

                      (iv) execute and enter into a purchase agreement,
               remarketing agreement, a registration rights agreement and other
               related agreements providing for the sale and registration of the
               Preferred Securities; and

                      (v) execute and file any agreement, certificate or other
               document which such Administrative Trustee deems necessary or
               appropriate in connection with the issuance and sale of the
               Preferred


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<PAGE>   10

               Securities;

               (c) to acquire the Debentures with the proceeds of the sale of
the Preferred Securities and the Common Securities; provided, however, that the
Administrative Trustees shall cause legal title to the Debentures to be held of
record in the name of the Property Trustee for the benefit of the Holders of the
Preferred Securities and the Holders of Common Securities;

               (d) to employ or otherwise engage employees and agents (who may
be designated as officers with titles) and managers, contractors, advisors and
consultants and provide for reasonable compensation for such services;

               (e) to incur expenses that are necessary or incidental to carry
out any of the purposes of this Declaration; and

               (f) to execute all documents or instruments, perform all duties
and powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing.

SECTION II.7 Filing of Certificate of Trust.

               On or after the date of execution of this Declaration, the
Trustees shall cause the filing of the Certificate of Trust for the Trust in the
form attached hereto as Exhibit A with the Secretary of State of the State of
Delaware.

SECTION II.8 Duration of Trust.

               The Trust, absent dissolution pursuant to the provisions of
Section 5.2, shall have existence for fifty-five (55) years from the date
hereof.

SECTION II.9 Responsibilities of the Depositor.

               In connection with the issue and sale of the Preferred
Securities, the Depositor shall have the exclusive right and responsibility to
engage in the following activities:

               (a) to prepare the Offering Circular and any preliminary offering
circular, and to prepare for filing by the Trust with the Commission the
registration statement pursuant to a registration rights agreement;


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<PAGE>   11

               (b) to determine the states and foreign jurisdictions in which to
take appropriate action to qualify or register for sale all or part of the
Preferred Securities and to do any and all such acts, other than actions which
must be taken by the Trust, and advise the Trust of actions it must take, and
prepare for execution and filing any documents to be executed and filed by the
Trust, as the Depositor deems necessary or advisable in order to comply with the
applicable laws of any such States and foreign jurisdictions;

               (c) to prepare for filing by the Trust an application to PORTAL
and to the New York Stock Exchange or any other national stock exchange or the
NASDAQ National Market for listing or quotation of the Preferred Securities
(including at the time of the Remarketing); and

               (e) to negotiate the terms of a purchase agreement, a
registration rights agreement and a remarketing agreement relating to a
remarketing of the Preferred Securities and other related agreements providing
for the sale of the Preferred Securities.

SECTION II.10 Declaration Binding on Securities Holders.

               Every Person by virtue of having become a holder of a Security or
any interest therein in accordance with the terms of this Declaration, shall be
deemed to have expressly assented and agreed to the terms of, and shall be bound
by, this Declaration.


                                   ARTICLE III
                                    TRUSTEES

SECTION III.1 Trustees.

               The number of Trustees initially shall be five (5), and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Depositor. The Depositor is
entitled to appoint or remove without cause any Trustee at any time; provided,
however that the number of Trustees shall in no event be less than two (2);
provided further that one Trustee, in the case of a natural person, shall be a
person who is a resident of the State of Delaware or that, if not a natural
person, is an entity that has its principal place of business in the State of
Delaware (the "Delaware Trustee"); provided further that there shall be at least
one trustee who is an employee or officer of, or is affiliated


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<PAGE>   12

with the Parent (an "Administrative Trustee").

SECTION III.2 Administrative Trustees.

               The initial Administrative Trustees shall be:

                              Peter Cartwright
                              Ann B. Curtis
                              Thomas R. Mason

               (a) Except as expressly set forth in this Declaration, any power
of the Administrative Trustees may be exercised by, or with the consent of, any
one such Administrative Trustee;

               (b) Any Administrative Trustee is authorized to execute on behalf
of the Trust any documents that the Administrative Trustees have the power and
authority to cause the Trust to execute pursuant to Section 2.6; and

               (c) an Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purposes of signing any documents that the
Administrative Trustees have power and authority to cause the Trust to execute
pursuant to Section 2.6.

SECTION III.3 Delaware Trustee.

               The initial Delaware Trustee shall be:

                      The Bank of New York (Delaware)

               Notwithstanding any other provision of this Declaration, the
Delaware Trustee shall not be entitled to exercise any of the powers, nor shall
the Delaware Trustee have any of the duties and responsibilities of the Trustees
(except as required by the Business Trust Act) described in this Declaration.
The Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Business Trust Act.
Notwithstanding anything herein to the contrary, the Delaware Trustee shall not
be liable for the acts or omissions to act of the Trust or of the Administrative
Trustees except such acts as the Delaware Trustee is expressly obligated or
authorized to undertake under this Declaration or the Business Trust Act and
except for the negligence or willful misconduct of the Delaware Trustee.


                                        9
<PAGE>   13

SECTION III.4 Property Trustee.

               The Depositor hereby appoints The Bank of New York as the
Property Trustee, as the trustee meeting the requirements of an eligible trustee
of the Trust Indenture Act of 1939, as amended.

               Notwithstanding any other provision of this Declaration, the
Property Trustee shall not be entitled to exercise any of the powers, nor shall
the Property Trustee have any of the duties and responsibilities of the Trustees
(except as required by the Business Trust Act) described in this Declaration.
Notwithstanding anything herein to the contrary, the Property Trustee shall not
be liable for the acts or omissions to act of the Trust or of the Administrative
Trustees except such acts as the Property Trustee is expressly obligated or
authorized to undertake under this Declaration or the Business Trust Act and
except for the negligence or willful misconduct of the Property Trustee.

SECTION III.5 Not Responsible for Recitals or Sufficiency of Declaration.

               The recitals contained in this Declaration shall be taken as the
statements of the Depositor, and the Trustees do not assume any responsibility
for their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Declaration.


                                   ARTICLE IV
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION IV.1  Exculpation.

               (a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Declaration or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's negligence or willful
misconduct with respect to


                                       10
<PAGE>   14
such acts or omissions; and

               (b) an Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust 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 Trust, 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 of Securities might properly be paid.

SECTION IV.2 Fiduciary Duty.

               (a) To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration shall not be liable to the Trust or to any other Covered Person
for its good faith reliance on the provisions of this Declaration. The
provisions of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity, are
agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person;

               (b) unless otherwise expressly provided herein:

                      (i) whenever a conflict of interest exists or arises
               between a Covered Persons; or

                      (ii) and an Indemnified Person whenever this Declaration
               or any other agreement contemplated herein or therein provides
               that an Indemnified Person shall act in a manner that is, or
               provides terms that are, fair and reasonable to the Trust or any
               holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obliga-


                                       11
<PAGE>   15

tion of the Indemnified Person at law or in equity or otherwise; and

               (c) whenever in this Declaration an Indemnified Person is
permitted or required to make a decision:

                      (i) in its "discretion" or under a grant of similar
               authority, the Indemnified Person shall be entitled to consider
               such interests and factors as it desires, including its own
               interests, and shall have no duty or obligation to give any
               consideration to any interest of or factors affecting the Trust
               or any other Person; or

                      (ii) in its "good faith" or under another express
               standard, the Indemnified Person shall act under such express
               standard and shall not be subject to any other or different
               standard imposed by this Declaration or by applicable law.

SECTION IV.3 Indemnification.

               (a) (i) The Debenture Issuer shall indemnify, to the full extent
        permitted by law, any Parent Indemnified Person who was or is a party or
        is threatened to be made a party to any threatened, pending or completed
        action, suit or proceeding, whether civil, criminal, administrative or
        investigative (other than an action by or in the right of the Trust) by
        reason of the fact that he is or was a Parent Indemnified Person against
        expenses (including attorneys' fees), judgments, fines and amounts paid
        in settlement actually and reasonably incurred by him in connection with
        such action, suit or proceeding if he acted in good faith and in a
        manner he reasonably believed to be in or not opposed to the best
        interests of the Trust, and, with respect to any criminal action or
        proceeding, had no reasonable cause to believe his conduct was unlawful.
        The termination of any action, suit or proceeding by judgment, order,
        settlement, conviction, or upon a plea of nolo contendere or its
        equivalent, shall not, of itself, create a presumption that the Parent
        Indemnified Person did not act in good faith and in a manner which he
        reasonably believed to be in or not opposed to the best interests of the
        Trust, and, with respect to any criminal action or proceeding, had
        reasonable cause to believe that his conduct was unlawful.

                      (ii) The Debenture Issuer shall indemnify, to the full
        extent per mitted by law, any Parent Indemnified Person who was or is a
        party or is threatened to be made a party to any threatened, pending or
        completed


                                       12
<PAGE>   16

        action or suit by or in the right of the Trust to procure a judgment in
        its favor by reason of the fact that he is or was a Parent Indemnified
        Person against expenses (including attorneys' fees) actually and
        reasonably incurred by him in connection with the defense or settlement
        of such action or suit if he acted in good faith and in a manner he
        reasonably believed to be in or not opposed to the best interests of the
        Trust and except that no such indemnification shall be made in respect
        of any claim, issue or matter as to which such Parent Indemnified Person
        shall have been adjudged to be liable to the Trust unless and only to
        the extent that the Court of Chancery of Delaware or the court in which
        such action or suit was brought shall determine upon application that,
        despite the adjudication of liability but in view of all the
        circumstances of the case, such person is fairly and reasonably entitled
        to indemnity for such expenses that such Court of Chancery or such other
        court shall deem proper.

                      (iii) To the extent that a Parent Indemnified Person shall
        be successful on the merits or otherwise (including dismissal of an
        action without prejudice or the settlement of an action without
        admission of liability) in defense of any action, suit or proceeding
        referred to in paragraphs (i) and (ii) of this Section 4.3(a), or in
        defense of any claim, issue or matter therein, he shall be indemnified,
        to the full extent permitted by law, against expenses (including
        attorneys' fees) actually and reasonably incurred by him in connection
        therewith.

                      (iv) Any indemnification under paragraphs (i) and (ii) of
        this Section 4.3(a) (unless ordered by a court) shall be made by the
        Debenture Issuer only as authorized in the specific case upon a
        determination that indemnification of the Parent Indemnified Person is
        proper in the circumstances because he has met the applicable standard
        of conduct set forth in paragraphs (i) and (ii). Such determination
        shall be made (1) by the Administrative Trustees by a majority vote of a
        quorum consisting of such Administrative Trustees who were not parties
        to such action, suit or proceeding, (2) if such a quorum is not
        obtainable, or, even if obtainable, if a quorum of disinterested
        Administrative Trustees so directs, by independent legal counsel in a
        written opinion, or (3) by the holder(s) of the Common Securities of the
        Trust.

                      (v) Expenses (including attorneys' fees) incurred by a
        Parent Indemnified Person in defending a civil, criminal, administrative
        or investigative action, suit or proceeding referred to in paragraphs
        (i) and (ii) of this Section 4.3(a) shall be paid by the Debenture
        Issuer in advance of the


                                       13
<PAGE>   17

        final disposition of such action, suit or proceeding upon receipt of an
        undertaking by or on behalf of such Parent Indemnified Person to repay
        such amount if it shall ultimately be determined that he is not entitled
        to be indemnified by the Debenture Issuer as authorized in this Section
        4.3(a). Notwithstanding the foregoing, no advance shall be made by the
        Debenture Issuer if a determination is reasonably and promptly made (i)
        by the Administrative Trustees by a majority vote of a quorum of
        disinterested Administrative Trustees, (ii) if such a quorum is not
        obtainable, or, even if obtainable, if a quorum of disinterested
        Administrative Trustees so directs, by independent legal counsel in a
        written opinion or (iii) the holder(s) of the Common Securities of the
        Trust, that, based upon the facts known to the Administrative Trustees,
        counsel or the holder(s) of the Common Securities of the Trust at the
        time such determination is made, such Parent Indemnified Person acted in
        bad faith or in a manner that such person did not believe to be in or
        not opposed to the best interests of the Trust, or, with respect to any
        criminal proceeding, that such Parent Indemnified Person believed or had
        reasonable cause to believe his conduct was unlawful. In no event shall
        any advance be made in instances where the Administrative Trustees,
        independent legal counsel or the holder(s) of the Common Securities of
        the Trust reasonably determine that such person deliberately breached
        his duty to the Trust or to the holder(s) of its Common Securities or
        Preferred Securities.

                      (vi) The indemnification and advancement of expenses
        provided by, or granted pursuant to, the other paragraphs of this
        Section 4.3(a) shall not be deemed exclusive of any other rights to
        which those seeking indemnification and advancement of expenses may be
        entitled under any agreement, vote of shareholders or disinterested
        directors of the Debenture Issuer or of the holder(s) of the Preferred
        Securities of the Trust or otherwise, both as to action in his official
        capacity and as to action in another capacity while holding such office.
        All rights to indemnification under this Section 4.3(a) shall be deemed
        to be provided by a contract between the Debenture Issuer and each
        Parent Indemnified Person who serves in such capacity at any time while
        this Section 4.3(a) is in effect. Any repeal or modification of this
        Section 4.3(a) shall not affect any rights or obligations then existing.

                      (vii) The Debenture Issuer or the Trust may purchase and
        maintain insurance on behalf of any person who is or was a Parent
        Indemnified Person against any liability asserted against him and
        incurred by him in any such capacity, or arising out of his status as
        such, whether or not the


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<PAGE>   18

        Debenture Issuer would have the power to indemnify him against such
        liability under the provisions of this Section 4.3(a).

                      (viii) For purposes of this Section 4.3(a), references to
        "the Trust" shall include, in addition to the resulting or surviving
        entity, any constituent entity (including any constituent of a
        constituent) absorbed in a consolidation or merger, so that any person
        who is or was a director, trustee, officer or employee of such
        constituent entity, or is or was serving at the request of such
        constituent entity as a director, trustee, officer, employee or agent of
        another entity, shall stand in the same position under the provisions of
        this Section 4.3(a) with respect to the resulting or surviving entity as
        he would have with respect to such constituent entity if its separate
        existence had continued.

                      (ix) The indemnification and advancement of expenses
        provided by, or granted pursuant to, this Section 4.3(a) shall, unless
        otherwise provided when authorized or ratified, continue as to a person
        who has ceased to be a Parent Indemnified Person and shall inure to the
        benefit of the heirs, executors and administrators of such a person.

               (b) The Debenture Issuer agrees to indemnify (i) the Delaware
Trustee and the Property Trustee, (ii) any Affiliate of the Delaware Trustee or
the Property Trustee, and (iii) any officers, directors, stockholders, members,
partners, employees, representatives, nominees, custodians or agents of the
Delaware Trustee or the Property Trustee (each of the Persons in (i) through
(iii) being referred to as a "Fiduciary Indemnified Person") for, and to hold
each Fiduciary Indemnified Person harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against, or investigating, any claim or liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The provisions of this Section 4.3(b) shall survive the termination
of this Declaration or the resignation or removal of the Delaware Trustee or
Property Trustee.

SECTION IV.4 Outside Businesses.

               Any Covered Person, the Depositor, the Delaware Trustee and the
Property Trustee may engage in or possess an interest in other business ventures
of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the holders of
Securities shall have no rights


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<PAGE>   19

by virtue of this Declaration in and to such independent ventures or the income
or profits derived therefrom and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. None of any Covered Person, the Depositor, the Delaware Trustee or the
Property Trustee shall be obligated to present any particular investment or
other opportunity to the Trust even if such opportunity is of a character that,
if presented to the Trust, could be taken by the Trust, and any Covered Person,
the Depositor, the Delaware Trustee and the Property Trustee shall have the
right to take for its own account (individually or as a partner or fiduciary) or
to recommend to others any such particular investment or other opportunity. Any
Covered Person, the Delaware Trustee and the Property Trustee may engage or be
interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depositary, trustee or agent for, or
may act on any committee or body of holders of, securities or other obligations
of the Depositor or its Affiliates.


                                    ARTICLE V
                     AMENDMENTS, TERMINATION, MISCELLANEOUS

SECTION V.1 Amendments.

               At any time before the issue of any Securities, this Declaration
may be amended by, and only by, a written instrument executed by all of the
Administrative Trustees and the Depositor.

SECTION V.2 Termination of Trust.

               (a) The Trust shall dissolve and be of no further force or
effect:

                      (i) upon the bankruptcy of the Depositor;

                      (ii) upon the filing of a certificate of dissolution or
               its equivalent with respect to the Depositor or the revocation of
               the Depositor's charter or of the Trust's certificate of trust;

                      (iii) upon the entry of a decree of judicial dissolution
               of the Depositor, or the Trust; and

                      (iv) before the issue of any Securities, with the consent
               of all of the Administrative Trustees and the Depositor.


                                       16
<PAGE>   20

               (b) As soon as is practicable after the occurrence of an event
referred to in Section 5.2(a), the Trustees shall file, after satisfaction of
all liabilities of the Trust in accordance with applicable law, a certificate of
cancellation with the Secretary of State of the State of Delaware and the Trust
shall terminate.

SECTION V.3 Governing Law.

               This Declaration and the rights of the parties hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

SECTION V.4 Headings.

               Headings contained in this Declaration are inserted for
convenience of reference only and do not affect the interpretation of this
Declaration or any provision hereof.

SECTION V.5 Successors and Assigns.

               Whenever in this Declaration any of the parties hereto is named
or referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Depositor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether or not so expressed.

SECTION V.6 Partial Enforceability.

               If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Declaration, or the application of such provision to Persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

SECTION V.7 Counterparts.

               This Declaration may contain more than one counterpart of the
signature page and this Declaration may be executed by the affixing of the
signature of each of the Trustees to one of such counterpart signature pages.
All of such counterpart signature pages shall be read as though one, and they
shall have the same


                                       17
<PAGE>   21

force and effect as though all of the signers had signed a single signature
page.


                                       18
<PAGE>   22

               IN WITNESS WHEREOF, the undersigned have caused these presents to
be executed as of the day and year first above written.



                                            Administrative Trustee



                                            Administrative Trustee



                                            Administrative Trustee


                                            THE BANK OF NEW YORK (DELAWARE), as
                                            Delaware Trustee


                                            By:

                                                Authorized Signatory


                                            THE BANK OF NEW YORK, as
                                            Property Trustee


                                            By:

                                                Authorized Signatory


                                            CALPINE CORPORATION as Depositor and
                                            Debenture Issuer


                                       19
<PAGE>   23

                                            By:

                                            Name:
                                            Title:


                                       20
<PAGE>   24

                                    EXHIBIT A

                              (begins on next page)


                                       21
<PAGE>   25

                              CERTIFICATE OF TRUST

               The undersigned, the trustees of Calpine Capital Trust II,
desiring to form a business trust pursuant to Delaware Business Trust Act, 12
Del. C. Section 3810 et seq., hereby certify as follows:

               (a)    The name of the business trust being formed hereby (the
                      "Trust") is "Calpine Capital Trust II."

               (b)    The name and business address of the trustee of the Trust
                      which has its principal place of business in the State of
                      Delaware is as follows:

                      The Bank of New York (Delaware)
                      White Clay Center, Route 273
                      Newark, Delaware 19711

               (c)    This Certificate of Trust shall be effective as of the
                      date of filing.

Dated: January __, 2000

                                            Name:
                                            Title: Administrative Trustee



                                            Name:
                                            Title: Administrative Trustee



                                            Name:
                                            Title: Administrative Trustee


                                       22
<PAGE>   26

                                            THE BANK OF NEW YORK (DELAWARE), as
                                            Delaware Trustee


                                            By:
                                               Name:
                                               Authorized Signatory


                                            THE BANK OF NEW YORK, as
                                            Property Trustee


                                            By:
                                               Name:
                                               Authorized Signatory


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