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                                  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 _____________


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                                TABLE OF CONTENTS

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                                                                                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
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<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
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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.


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                                   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
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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
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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
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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
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                                   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


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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


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<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.


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