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|   | (Mark      One) |                                                                                          |
|--------|-----------------|-----------------------------------------------------------------------------------------------|
|   | [X]             | ANNUAL      REPORT PURSUANT TO SECTION 13 OR 15(d)OF      THE SECURITIES EXCHANGE ACT OF 1934 |

| For      the fiscal year ended December 31, 2008 |
|-------------------------------------------------------|
|                                                  |
| Or                                                    |

|   | [   ] | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d)OF      THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|----------------------|---------------------------------------------------------------------------------------------------|

|   | Large      accelerated      filer                                         [X]                       | Accelerated      filer                                [   ] |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Non-accelerated      filer                                           [   ] | Smaller      reporting      company               [   ]                                                                                          |
|   | (Do      not check if a smaller reporting company)                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                       |

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| Exhibit |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number  |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 2.1     |   | Debtors’      Sixth Amended Joint Plan of Reorganization Pursuant to Chapter 11 of      the United States Bankruptcy Code (incorporated by reference to Exhibit      2.1 to the Company’s Current Report on Form 8-K filed with the SEC on      December 27, 2007).                                                                                                                                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 2.2     |   | Findings      of Fact, Conclusions of Law, and Order Confirming Sixth Amended Joint Plan      of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code      (incorporated by reference to Exhibit 2.2 to the Company’s Current      Report on Form 8-K filed with the SEC on December 27,      2007).                                                                                                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 3.1     |   | Amended      and Restated Certificate of Incorporation of the Company, as amended      (incorporated by reference to Exhibit 3.1 to the Company’s Current      Report on Form 8-K filed with the SEC on February 1,      2008).                                                                                                                                                                                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 3.2     |   | Amended      and Restated By-Laws of the Company (incorporated by reference to Exhibit      3.2 to the Company’s Current Report on Form 8-K, filed with the SEC      on February 1, 2008).                                                                                                                                                                                                                                                                                                                    |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.1     |   | Indenture,      dated as of June 13, 2003, between Power Contract Financing, L.L.C.      and Wilmington Trust Company, as Trustee, Accounts Agent, Paying Agent and      Registrar, including form of Notes (incorporated by reference to      Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for      the quarter ended June 30, 2003, filed with the SEC on      August 14, 2003).                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2.1   |   | Indenture,      dated as of August 14, 2003, among Calpine Construction Finance      Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC, CPN      Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and      Wilmington Trust FSB, as Trustee, including form of Notes (incorporated by      reference to Exhibit 4.4 to the Company’s Quarterly Report on      Form 10-Q for the quarter ended September 30, 2003, filed with      the SEC on November 13, 2003). |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2.2   |   | Supplemental      Indenture, dated as of September 18, 2003, among Calpine Construction      Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC,      CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and      Wilmington Trust FSB, as Trustee (incorporated by reference to      Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for      the quarter ended September 30, 2003, filed with the SEC on      November 13, 2003).          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2.3   |   | Second      Supplemental Indenture, dated as of January 14, 2004, among Calpine      Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine      Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as      Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by      reference to Exhibit 4.14.3 to the Company’s Annual Report on      Form 10-K for the year ended December 31, 2003, filed with the      SEC on March 25, 2004).            |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2.4   |   | Third      Supplemental Indenture, dated as of March 5, 2004, among Calpine      Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine      Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as      Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by      reference to Exhibit 4.14.4 to the Company’s Annual Report on      Form 10-K for the year ended December 31, 2003, filed with the      SEC on March 25, 2004).                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2.5   |   | Fourth      Supplemental Indenture, dated as of March 15, 2006, among Calpine      Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine      Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as      Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by      reference to Exhibit 4.13.5 to the Company’s Annual Report on      Form 10-K for the year ended December 31, 2005, filed with the      SEC on May 19, 2006).                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2.6   |   | Waiver      Agreement, dated as of March 15, 2006, among Calpine Construction      Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC,      CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and      Wilmington Trust FSB, as Trustee (incorporated by reference to      Exhibit 4.13.6 to the Company’s Annual Report on Form 10-K for      the year ended December 31, 2005, filed with the SEC on May 19,      2006).                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

| Exhibit |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number  |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2.7   |   | Waiver      Agreement, dated as of June 9, 2006, among Calpine Construction      Finance Company, L.P., CCFC Finance Corp., each of Calpine Hermiston, LLC,      CPN Hermiston, LLC and Hermiston Power Partnership, as Guarantors, and      Wilmington Trust FSB, as Trustee (incorporated by reference to      Exhibit 4.1.7 to the Company’s Quarterly Report on Form 10-Q for      the quarter ended March 31, 2006, filed with the SEC on July 3,      2006).                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2.8   |   | Amendment      to Waiver Agreement, dated as of August 4, 2006, among Calpine      Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine      Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as      Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by      reference to Exhibit 4.13.8 to the Company’s Annual Report on Form 10-K      for the year ended December 31, 2006, filed with the SEC on      March 14, 2007).                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2.9   |   | Second      Amendment to Waiver Agreement, dated as of August 11, 2006, among      Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of      Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power      Partnership, as Guarantors, and Wilmington Trust FSB, as Trustee      (incorporated by reference to Exhibit 4.1.9 to the Company’s      Quarterly Report on Form 10-Q for the quarter ended June 30,      2006, filed with the SEC on August 14, 2006).    |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2.10  |   | Fifth      Supplemental Indenture, dated as of August 25, 2006, among Calpine      Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine      Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as      Guarantors, and Wilmington Trust FSB, as Trustee (incorporated by      reference to Exhibit 4.1.6 to the Company’s Quarterly Report on      Form 10-Q for the quarter ended September 30, 2006, filed with      the SEC on November 9, 2006).      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.3     |   | Indenture,      dated as of September 30, 2003, among Gilroy Energy Center, LLC, each      of Creed Energy Center, LLC and Goose Haven Energy Center, as Guarantors,      and Wilmington Trust Company, as Trustee and Collateral Agent, including      form of Notes (incorporated by reference to Exhibit 4.6 to the      Company’s Quarterly Report on Form 10-Q for the quarter ended      September 30, 2003, filed with the SEC on November 13,      2003).                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.4     |   | Third      Priority Indenture, dated as of March 23, 2004, among Calpine      Generating Company, LLC, CalGen Finance Corp. and Manufacturers and      Traders Trust Company (as successor trustee to Wilmington Trust FSB), as      Trustee, including form of Notes (incorporated by reference to      Exhibit 4.21 to the Company’s Annual Report on Form 10-K for the      year ended December 31, 2003, filed with the SEC on March 25,      2004).                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.5     |   | Indenture,      dated as of June 2, 2004, between Power Contract Financing III, LLC      and Wilmington Trust Company, as Trustee, Accounts Agent, Paying Agent and      Registrar, including form of Notes (incorporated by reference to      Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for      the quarter ended June 30, 2004, filed with the SEC on August 9,      2004).                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.6.1   |   | Second      Amended and Restated Limited Liability Company Operating Agreement of CCFC      Preferred Holdings, LLC, dated as of October 14, 2005, containing      terms of its 6-Year Redeemable Preferred Shares Due 2011 (incorporated by      reference to Exhibit 4.21.1 to the Company’s Annual Report on      Form 10-K for the year ended December 31, 2005, filed with the      SEC on May 19, 2006).                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.6.2   |   | Consent,      Acknowledgment and Amendment, dated as of March 15, 2006, among      Calpine CCFC Holdings, Inc. and the Redeemable Preferred Members party      thereto (incorporated by reference to Exhibit 4.21.2 to the Company’s      Annual Report on Form 10-K for the year ended December 31, 2005,      filed with the SEC on May 19, 2006).                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.6.3   |   | Amendment      to Second Amended and Restated Limited Liability Company Operating      Agreement of CCFC Preferred Holdings, LLC, dated as of October 24,      2006, among Calpine CCFC Holdings, Inc., in its capacity as Common Member,      and the Redeemable Preferred Members party thereto (incorporated by      reference to Exhibit 4.2.3 to the Company’s Quarterly Report on      Form 10-Q for the quarter ended September 30, 2006, filed with      the SEC on November 9, 2006). |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

| Exhibit  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|----------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number   |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.7      |   | Registration      Rights Agreement, dated January 31, 2008, among the Company and each      Participating Shareholder named therein (incorporated by reference to      Exhibit 10.1 to the Company’s Current Report on Form 8-K filed      with the SEC on February 6, 2008).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1     |   | Exit      Financing Agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.1   |   | Credit      Agreement, dated as of January 31, 2008, among the Company, as      borrower, Goldman Sachs Credit Partners L.P., Credit Suisse, Deutsche Bank      Securities Inc. and Morgan Stanley Senior Funding, Inc., as      co-documentation agents and as co-syndication agents, General Electric      Capital Corporation, as sub-agent for the revolving lenders, Goldman Sachs      Credit Partners L.P., as administrative agent and as collateral agent and      each of the financial institutions from time to time party thereto      (incorporated by reference to Exhibit 4.1 to the Company’s Current      Report on Form 8-K filed with the SEC on February 1,      2008).                                                                                                                                                                                                       |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.2   |   | Bridge      Loan Agreement, dated as of January 31, 2008, among Calpine      Corporation, Goldman Sachs Credit Partners L.P., Credit Suisse, Deutsche      Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as      co-documentation agents and as co-syndication agents, Goldman Sachs Credit      Partners L.P., as administrative agent and as collateral agent and each of      the financial institutions from time to time party thereto (incorporated      by reference to Exhibit 4.2 to the Company’s Current Report on      Form 8-K filed with the SEC on February 1,  2008).                                                                                                                                                                                                                                                                                              |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1.3   |   | Guaranty      and Collateral Agreement, dated as of January 31, 2008, made by the      Company and certain of the Company’s subsidiaries party thereto in favor      of Goldman Sachs Credit Partners, L.P., as collateral agent (incorporated      by reference to Exhibit 10.1.3 to the Company’s Annual Report on      Form 10-K for the year ended December 31, 2007, filed with the      SEC on February 29, 2008).                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2     |   | DIP      Financing Agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.1.1 |   | Revolving      Credit, Term Loan and Guarantee Agreement, dated as of March 29,      2007, among the Company, as borrower, certain of the Company’s      subsidiaries, as guarantors, the lenders party thereto, Credit Suisse,      Goldman Sachs Credit Partners L.P. and JPMorgan Chase Bank, N.A., as      co-syndication agents and co-documentation agents, General Electric      Capital Corporation, as sub-agent, and Credit Suisse, as administrative      agent and collateral agent, with Credit Suisse Securities (USA) LLC,      Goldman Sachs Credit Partners L.P., JPMorgan Securities Inc., and Deutsche      Bank Securities Inc. acting as Joint Lead Arrangers and Bookrunners      (incorporated by reference to Exhibit 10.1.1 to the Company’s      Quarterly Report on Form 10-Q for the quarter ended March 31,      2007, filed with the SEC on May 9, 2007). |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2.1.2 |   | Security      and Pledge Agreement, dated as of March 29, 2007, by and among the      Company, as borrower, certain of the Company’s subsidiaries, as grantors,      and Credit Suisse, as collateral agent (incorporated by reference to      Exhibit 10.1.2 to the Company’s Quarterly Report on Form 10-Q      for the quarter ended March 31, 2007, filed with the SEC on      May 9, 2007).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3     |   | Financing      and Term Loan Agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3.1   |   | Commodity      Collateral Revolving Credit Agreement, dated as of July 8, 2008,      among Calpine Corporation as Borrower, Goldman Sachs Credit Partners L.P.      as Payment Agent, sole Lead Arranger and sole Bookrunner, and the Lenders      from time to time party thereto (incorporated by reference to      Exhibit 10.1 to the Company’s Current Report on Form 8-K filed      with the SEC on July 14, 2008).                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3.2.1 |   | Credit      and Guarantee Agreement, dated as of August 14, 2003, among Calpine      Construction Finance Company, L.P., each of Calpine Hermiston, LLC, CPN      Hermiston, LLC and Hermiston Power Partnership, as Guarantors, the Lenders      named therein, and Goldman Sachs Credit Partners L.P., as Administrative      Agent and Sole Lead Arranger (incorporated by reference to      Exhibit 10.29 to the Company’s Quarterly Report on Form 10-Q for      the quarter ended September 30, 2003, filed with the SEC on      November 13, 2003).                                                                                                                                                                                                                                                                                                                                    |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

----

| Exhibit  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|----------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number   |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3.2.2 |   | Amendment      No. 1 Under Credit and Guarantee Agreement, dated as of      September 12, 2003, among Calpine Construction Finance Company, L.P.,      each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power      Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs      Credit Partners L.P., as Administrative Agent and Sole Lead Arranger      (incorporated by reference to Exhibit 10.30 to the Company’s      Quarterly Report on Form 10-Q for the quarter ended      September 30, 2003, filed with the SEC on November 13,      2003). |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3.2.3 |   | Amendment      No. 2 Under Credit and Guarantee Agreement, dated as of      January 13, 2004, among Calpine Construction Finance Company, L.P.,      each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power      Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs      Credit Partners L.P., as Administrative Agent and Sole Lead Arranger      (incorporated by reference to Exhibit 10.2.2.3 to the Company’s      Annual Report on Form 10-K for the year ended December 31, 2003,      filed with the SEC on March 25, 2004).               |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3.2.4 |   | Amendment      No. 3 Under Credit and Guarantee Agreement, dated as of March 5,      2004, among Calpine Construction Finance Company, L.P., each of Calpine      Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as      Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners      L.P., as Administrative Agent and Sole Lead Arranger (incorporated by      reference to Exhibit 10.2.2.4 to the Company’s Annual Report on      Form 10-K for the year ended December 31, 2003, filed with the      SEC on March 25, 2004).                  |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3.2.5 |   | Amendment      No. 4 Under Credit and Guarantee Agreement, dated as of      March 15, 2006, among Calpine Construction Finance Company, L.P.,      each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power      Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs      Credit Partners L.P., as Administrative Agent and Sole Lead Arranger      (incorporated by reference to Exhibit 10.2.6.5 to the Company’s      Annual Report on Form 10-K for the year ended December 31, 2005,      filed with the SEC on May 19, 2006).                   |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3.2.6 |   | Waiver      Agreement, dated as of March 15, 2006 among Calpine Construction      Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC      and Hermiston Power Partnership, as Guarantors, the Lenders named therein,      and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole      Lead Arranger (incorporated by reference to Exhibit 10.2.6.6 to the      Company’s Annual Report on Form 10-K for the year ended      December 31, 2005, filed with the SEC on May 19,      2006).                                                             |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3.2.7 |   | Waiver      Agreement, dated as of June 9, 2006, among Calpine Construction      Finance Company, L.P., each of Calpine Hermiston, LLC, CPN Hermiston, LLC      and Hermiston Power Partnership, as Guarantors, the Lenders named therein,      and Goldman Sachs Credit Partners L.P., as Administrative Agent and Sole      Lead Arranger (incorporated by reference to Exhibit 10.2.1.7 to the      Company’s Quarterly Report on Form 10-Q for the quarter ended      March 31, 2006, filed with the SEC on July 3,    2006).                                                             |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3.2.8 |   | Amendment      to Waiver Agreement, dated as of August 4, 2006, among Calpine      Construction Finance Company, L.P., CCFC Finance Corp., each of Calpine      Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power Partnership, as      Guarantors, the Lenders named therein, and Goldman Sachs Credit Partners      L.P., as Administrative Agent and Sole Lead Arranger (incorporated by      reference to Exhibit 10.2.1.8 to the Company’s Quarterly Report on      Form 10-Q for the quarter ended June 30, 2006, filed with the      SEC on August 14, 2006).                      |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3.2.9 |   | Second      Amendment to Waiver Agreement, dated as of August 11, 2006, among      Calpine Construction Finance Company, L.P., CCFC Finance Corp., each of      Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power      Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs      Credit Partners L.P., as Administrative Agent and Sole Lead Arranger      (incorporated by reference to Exhibit 10.2.1.9 to the Company’s      Quarterly Report on Form 10-Q for the quarter ended June 30,      2006, filed with the SEC on August 14, 2006).              |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

----

| Exhibit   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-----------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number    |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.3.2.10 |   | Amendment      No. 5 Under Credit and Guarantee Agreement, dated as of      August 25, 2006, among Calpine Construction Finance Company, L.P.,      each of Calpine Hermiston, LLC, CPN Hermiston, LLC and Hermiston Power      Partnership, as Guarantors, the Lenders named therein, and Goldman Sachs      Credit Partners L.P., as Administrative Agent and Sole Lead Arranger      (incorporated by reference to Exhibit 10.2.1.6 to the Company’s      Quarterly Report on Form 10-Q for the quarter ended      September 30, 2006, filed with the SEC on November 9,      2006).                                                                                                                                                                                                                                                             |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.3.3    |   | Credit      Agreement, dated as of June 24, 2004, among Riverside Energy Center,      LLC, the Lenders named therein, Union Bank of California, N.A., as the      Issuing Bank, Credit Suisse First Boston, acting through its Cayman      Islands Branch, as Lead Arranger, Book Runner, Administrative Agent and      Collateral Agent, and CoBank, ACB, as Syndication Agent (incorporated by      reference to Exhibit 10.1.9 to the Company’s Annual Report on      Form 10-K for the year ended December 31, 2004, filed with the      SEC on March 31, 2005).                                                                                                                                                                                                                                                                                     |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.3.4    |   | Credit      Agreement, dated as of June 24, 2004, among Rocky Mountain Energy      Center, LLC, the Lenders named therein, Union Bank of California, N.A., as      the Issuing Bank, Credit Suisse First Boston, acting through its Cayman      Islands Branch, as Lead Arranger, Book Runner, Administrative Agent and      Collateral Agent, and CoBank, ACB, as Syndication Agent (incorporated by      reference to Exhibit 10.1.10 to the Company’s Annual Report on      Form 10-K for the year ended December 31, 2004, filed with the      SEC on March 31, 2005).                                                                                                                                                                                                                                                                               |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.3.5    |   | Credit      Agreement, dated as of February 25, 2005, among Calpine Steamboat      Holdings, LLC, the Lenders named therein, Calyon New York Branch, as a      Lead Arranger, Underwriter, Co-Book Runner, Administrative Agent,      Collateral Agent and LC Issuer, CoBank, ACB, as a Lead Arranger,      Underwriter, Co-Syndication Agent and Co-Book Runner, HSH Nordbank AG, as      a Lead Arranger, Underwriter and Co-documentation Agent, UFJ Bank Limited,      as a Lead Arranger, Underwriter and Co-Documentation Agent, and Bayerische      Hypo-Und Vereinsbank AG, New York Branch, as a Lead Arranger, Underwriter      and Co-Syndication Agent (incorporated by reference to      Exhibit 10.1.11 to the Company’s Annual Report on Form 10-K for      the year ended December 31, 2004, filed with the SEC on      March 31, 2005). |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.4      |   | Management      Contracts or Compensatory Plans or Arrangements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.4.1.1  |   | Employment      Agreement, dated August 10, 2008, between the Company and Jack A.      Fusco (incorporated by reference to Exhibit 10.1 to the Company’s      Current Report on Form 8-K filed with the SEC on August 12,      2008).†                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.4.1.2  |   | Calpine      Corporation Executive Sign On Non-Qualified Stock Option Agreement (Jack      A. Fusco) (incorporated by reference to Exhibit 10.2 to the Company’s      Current Report on Form 8-K filed with the SEC on August 12,      2008).†                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.4.2.1  |   | Second      Amended and Restated Employment Agreement, effective as of March 25,      2008, between the Company and Mr. Robert P. May (incorporated by      reference to Exhibit 10.2.1 to the Company’s Quarterly Report on      Form 10-Q for the quarter ended March 31, 2008, filed with the      SEC on May 12, 2008).†                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.4.2.2  |   | Amended      and Restated Chief Executive Officer Emergence Restricted Stock Agreement      (Pursuant to the 2008 Equity Incentive Plan) between the Company and      Robert P. May (incorporated by reference to Exhibit 10.2.2 to the      Company’s Quarterly Report on Form 10-Q for the quarter ended      March 30, 2008, filed with the SEC on May 12,      2008).†                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.4.2.3  |   | Chief      Executive Officer Non-Qualified Stock Option Agreement (Pursuant to the      2008 Equity Incentive Plan), dated March 25, 2008, between the      Company and Robert P. May (incorporated by reference to      Exhibit 10.2.3 to the Company’s Quarterly Report on Form 10-Q      for the quarter ended March 31, 2008, filed with the SEC on      May 12, 2008).†                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

----

| Exhibit   |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
|-----------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number    |   | Description                                                                                                                                                                                                                                                                                                                                                                                                               |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.4.3.1  |   | Letter      Agreement and Addendum dated June 30, 2008, between the Company and      Zamir Rauf (incorporated by reference to Exhibit 10.1 to the      Company’s Current Report on Form 8-K filed with the SEC on      July 3, 2008).†                                                                                                                                                    |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.4.3.2  |   | Letter      Agreement, dated December 17, 2008, between the Company and Zamir      Rauf (incorporated by reference to Exhibit 10.1 to the Company’s      Current Report on Form 8-K filed with the SEC on December 19,      2008).†                                                                                                                                                       |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.4.4.1  |   | Agreement,      dated December 17, 2005, between the Company and AP Services, LLC      (incorporated by reference to Exhibit 10.5.3.1 to the Company’s      Annual Report on Form 10-K for the year ended December 31, 2006,      filed with the SEC on March 14, 2007).†                                                                                                            |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.4.4.2  |   | Letter      Agreement, dated November 3, 2006, between the Company and AP      Services, LLC, amending the Agreement, dated December 17, 2005,      between the Company and AP Services (incorporated by reference to      Exhibit 10.5.3.2 to the Company’s Annual Report on Form 10-K for      the year ended December 31, 2006, filed with the SEC on      March 14, 2007).† |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.4.5.1  |   | Letter      Agreement, dated September 1, 2008, between the Company and      John B. Hill (incorporated by reference to Exhibit 10.1 to the      Company’s Current Report on Form 8-K filed with the SEC on      September 4, 2008).†                                                                                                                                                |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.4.5.2  |   | Calpine      Corporation Executive Sign On Non-Qualified Stock Option Agreement      (John B. Hill) (incorporated by reference to Exhibit 10.2 to the      Company’s Current Report on Form 8-K filed with the SEC on      September 4, 2008).†                                                                                                                                           |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.4.6.1  |   | Employment      Agreement, dated August 11, 2008, between the Company and      W. Thaddeus Miller (incorporated by reference to Exhibit 10.2.7      to the Company’s Quarterly Report on Form 10-Q for the quarter ended      September 30, 2008, filed with the SEC on November 7,      2008).†                                                                                |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.4.6.2  |   | Calpine      Corporation Executive Sign On Non-Qualified Stock Option Agreement      (Miller) (incorporated by reference to Exhibit 4.4 to the Company’s      Registration Statement on Form S-8 (Registration No. 333-153860)      filed with the SEC on October 6, 2008).†                                                                                                              |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.4.7    |   | Form of      Indemnification Agreement for directors and officers (incorporated by      reference to Exhibit 10.11 to the Company’s Registration Statement on      Form S-1/A (Registration Statement No. 333-07497) filed with the      SEC on August 22, 1996).†                                                                                                                   |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.4.8    |   | Form of      Indemnification Agreement for directors and officers (incorporated by      reference to Exhibit 10.4.2 to the Company’s Annual Report on      Form 10-K for the year ended December 31, 2001, filed with the      SEC on March 29, 2002).†                                                                                                                              |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.4.9    |   | Calpine      Corporation U.S. Severance Program (incorporated by reference to      Exhibit 10.5.9 to the Company’s Annual Report on Form 10-K for      the year ended December 31, 2005, filed with the SEC on May 19,      2006).†                                                                                                                                                       |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.4.10   |   | Calpine      Corporation 2007 Calpine Incentive Plan (incorporated by reference to      Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the      quarter ended June 30, 2007, filed with the SEC on August 8,      2007).†                                                                                                                                                     |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.4.11   |   | Calpine      Corporation 2008 Calpine Incentive Plan (incorporated by reference to      Exhibit 10.2.9 to the Company’s Quarterly Report on Form 10-Q      for the quarter ended September 30, 2008, filed with the SEC on      November 7, 2008).†                                                                                                                                       |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.4.12   |   | Summary      of Calpine Emergence Incentive Plan (incorporated by reference to      Exhibit 10.5.12 to the Company’s Annual Report on Form 10-K for      the year ended December 31, 2006, filed with the SEC on      March 14, 2007).†                                                                                                                                                   |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.4.13.1 |   | Calpine      Corporation 2008 Equity Incentive Plan (incorporated by reference to      Exhibit 4.5 to the Company’s Registration Statement on Form S-8      (No. 333-149074) filed with the SEC on February 6,      2008).†                                                                                                                                                               |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                      |

----

| Exhibit   |   |                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number    |   | Description                                                                                                                                                                                                                                                                                                                                                                          |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.13.2 |   | Form      of Non-Qualified Stock Option Agreement (Pursuant to the 2008 Equity      Incentive Plan) (incorporated by reference to Exhibit 10.4.3 to the      Company’s Quarterly Report on Form 10-Q for the quarter ended      March 31, 2008, filed with the SEC on May 12,      2008).†                                                           |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.13.3 |   | Form      of Restricted Stock Agreement (Pursuant to the 2008 Equity Incentive Plan)      (incorporated by reference to Exhibit 10.4.4 to the Company’s      Quarterly Report on Form 10-Q for the quarter ended March 31,      2008, filed with the SEC on May 12, 2008).†                                                                          |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.13.4 |   | Director’s      Restricted Stock Unit Agreement (Pursuant to the 2008 Equity Incentive      Plan) between the Company and Mr. William J. Patterson (incorporated      by reference to Exhibit 10.4.6 to the Company’s Quarterly Report on      Form 10-Q for the quarter ended March 31, 2008, filed with the      SEC on May 12, 2008).† |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.13.5 |   | Restricted      Stock Unit Election Form between the Company and William J. Patterson      (incorporated by reference to Exhibit 10.4.7 to the Company’s      Quarterly Report on Form 10-Q for the quarter ended March 31,      2008, filed with the SEC on May 12, 2008).†                                                                    |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.14.1 |   | Calpine      Corporation 2008 Director Incentive Plan (incorporated by reference to      Exhibit 4.4 to the Company’s Registration Statement on Form S-8      (No. 333-149074) filed with the SEC on February 6,      2008).†                                                                                                                        |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.14.2 |   | Amendment      No. 1 to the Calpine Corporation 2008 Director Incentive Plan      (incorporated by reference to Exhibit 10.4.14.2 to the Company’s Annual      Report on Form 10-K for the year ended December 31, 2008, filed with      the SEC on February 26, 2009).†                                                                                  |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.14.3 |   | Form      of Restricted Stock Agreement (Pursuant to the 2008 Director Incentive      Plan) (incorporated by reference to Exhibit 10.4.5 to the Company’s      Quarterly Report on Form 10-Q for the quarter ended March 31,      2008, filed with the SEC on May 12, 2008).†                                                                        |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.15   |   | Calpine      Corporation Change in Control and Severance Benefits Plan (incorporated by      reference to Exhibit 10.4 to the Company’s Current Report on      Form 8-K filed with the SEC on February 6,    2008).†                                                                                                                                      |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.16.1 |   | Employment      Agreement, dated June 19, 2006, between the Company and      Mr. Gregory L. Doody (incorporated by reference to      Exhibit 10.5.15 to the Company’s Annual Report on Form 10-K for      the year ended December 31, 2006, filed with the SEC on      March 14, 2007).†                                                   |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.16.2 |   | Amendment,      dated July 16, 2008, to Employment Agreement, dated June 19,      2006, between the Company and Gregory L. Doody (incorporated by      reference to Exhibit 10.2 to the Company’s Current Report on      Form 8-K filed with the SEC on July 22,  2008).†                                                                  |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.16.3 |   | Letter      dated September 20, 2007, from the Company to Gregory Doody      (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly      Report on Form 10-Q for the quarter ended September 30, 2007,      filed with the SEC on November 7, 2007).†                                                                            |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.16.4 |   | Letter      dated February 11, 2008, from the Company to Mr. Gregory L. Doody      (incorporated by reference to Exhibit 10.6.15.3 to the Company’s      Annual Report on Form 10-K for the year ended December 31, 2007,      filed with the SEC on February 29, 2008).†                                                                       |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.17.1 |   | Letter      dated September 20, 2007, from the Company to Mr. Michael Rogers      (incorporated by reference to Exhibit 10.6.16.1 to the Company’s      Annual Report on Form 10-K for the year ended December 31, 2007,      filed with the SEC on February 29, 2008).†                                                                        |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.17.2 |   | Letter      dated February 11, 2008, from the Company to Mr. Michael D. Rogers      (incorporated by reference to Exhibit 10.6.16.2 to the Company’s      Annual Report on Form 10-K for the year ended December 31, 2007,      filed with the SEC on February 29, 2008).†                                                                      |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.18.1 |   | Letter      dated September 20, 2007, from the Company to Mr. Charles B.      Clark, Jr. (incorporated by reference to Exhibit 10.6.17.1 to the      Company’s Annual Report on Form 10-K for the year ended      December 31, 2007, filed with the SEC on February 29,      2008).†                                                       |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                 |

----

| Exhibit   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-----------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number    |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.4.18.2 |   | Letter      dated February 11, 2008, from the Company to Mr. Charles B.      Clark, Jr. (incorporated by reference to Exhibit 10.6.17.2 to the      Company’s Annual Report on Form 10-K for the year ended      December 31, 2007, filed with the SEC on February 29,      2008).†                                                                                                                                    |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.4.18.3 |   | Letter      Agreement re Employment Separation, dated April 7, 2008 (executed      April 11, 2008), between the Company and Mr. Charles B. Clark,      Jr. (incorporated by reference to Exhibit 10.3.1 to the Company’s      Quarterly Report on Form 10-Q for the quarter ended March 31,      2008, filed with the SEC on May 12, 2008).†                                                                      |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.4.18.4 |   | Consulting      Agreement, effective May 30, 2008, between the Company and Mr.      Charles B. Clark, Jr. (incorporated by reference to      Exhibit 10.3.2 to the Company’s Quarterly Report on Form 10-Q      for the quarter ended March 31, 2008, filed with the SEC on      May 12, 2008).†                                                                                                                       |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.4.19   |   | Aircraft      Travel Card Guidelines (incorporated by reference to Exhibit 10.5 to      the Company’s Quarterly Report on Form 10-Q for the quarter ended      September 30, 2007, filed with the SEC on November 7,      2007).†                                                                                                                                                                                                |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 21.1      |   | Subsidiaries      of the Company (incorporated by reference to Exhibit 21.1 to the Company’s      Annual Report on Form 10-K for the year ended December 31, 2008,      filed with the SEC on February 26, 2009).                                                                                                                                                                                                                                |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 23.1      |   | Consent      of PricewaterhouseCoopers LLP, Independent Registered Public Accounting      Firm (incorporated by reference to Exhibit 23.1 to the Company’s      Annual Report on Form 10-K for the year ended December 31, 2008,      filed with the SEC on February 26, 2009).                                                                                                                                                        |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 23.2      |   | Consent      of PricewaterhouseCoopers LLP, Independent Registered Public Accounting      Firm.*                                                                                                                                                                                                                                                                                                                                                                 |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 24.1      |   | Power      of Attorney of Officers and Directors of Calpine Corporation (incorporated      by reference to Exhibit 24.1 to the Company’s Annual Report on Form 10-K      for the year ended December 31, 2008, filed with the SEC on      February 26, 2009).                                                                                                                                                                                    |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 31.1      |   | Certification      of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule      15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant      to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by      reference to Exhibit 31.1 to the Company’s Annual Report on Form 10-K for      the year ended December 31, 2008, filed with the SEC on      February 26, 2009).                              |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 31.1.1    |   | Certification      of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule      15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant      to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                  |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 31.2      |   | Certification      of the Executive Vice President and Chief Financial Officer Pursuant to      Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of      1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of      2002 (incorporated by reference to Exhibit 31.2 to the Company’s Annual      Report on Form 10-K for the year ended December 31, 2008, filed with      the SEC on February 26, 2009). |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 31.2.1    |   | Certification      of the Executive Vice President and Chief Financial Officer Pursuant to      Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of      1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of      2002.*                                                                                                                                                                                                |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 32.1      |   | Certification      of Chief Executive Officer and Chief Financial Officer Pursuant to 18      U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to      the Company’s Annual Report on Form 10-K for the year ended      December 31, 2008, filed with the SEC on February 26,      2009).                                                |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 32.1.1    |   | Certification      of Chief Executive Officer and Chief Financial Officer Pursuant to 18      U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                         |

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

| † | Management      contract or compensatory plan orarrangement. |
|---------|--------------------------------------------------------------|

----

SIGNATURES

|   |                                 |  By: |  /s/ ZAMIR      RAUF           |   |
|--------|--------------------------------------|-----------|------------------------------------------|--------|
|   |                                 |      |  Zamir      Rauf                    |   |
|   |                                 |      |  Executive      Vice President and  |   |
|   |                                 |      |  Chief      Financial Officer       |   |
|   |                                 |      |  (principal      financial officer) |   |
|   |  Date:      March 31, 2009 |      |                                     |   |

----

----

|                                                              | Page   |
|-------------------------------------------------------------------|--------|
|                                                              |   |
| Report      of Independent Registered Public Accounting Firm      | 1      |
|                                                              |   |
| Financial      Statements                                         |   |
|                                                              |   |
| Balance      Sheets                                               | 2      |
|                                                              |   |
| Statements      of Operations                                     | 3      |
|                                                              |   |
| Statements      of Member’s Interest and Comprehensive Loss | 4      |
|                                                              |   |
| Statements      of Cash Flows                                     | 5      |
|                                                              |   |
| Notes      to Financial Statements                                | 6      |

----

----

|                                                     |   | December 31,   |    |
|----------------------------------------------------------|--------|---------------------|---------|
|                                                     |   | 2008                |    |   | 2007 |   |
|                                                     |   | (in      thousands) |    |
| ASSETS                                                   |   |                |    |   |   |   |
| Current      assets:                                     |   |                |    |   |   |   |
| Cash      and cash equivalents                           |   | $                   | 11,486  |   |   | $ | 1,086 |   |
| Deferred      transmission credits, affiliate            |   |                | 22,661  |   |   |   | — |   |
| Deferred      tax assets                                 |   |                | 513     |   |   |   | — |   |
| Restricted      cash                                     |   |                | 70      |   |   |   | — |   |
| Prepaid      expenses and other current assets           |   |                | 433     |   |   |   | 2,281 |   |
| Total      current assets                                |   |                | 35,163  |   |   |   | 3,367 |   |
| Property,      plant and equipment                       |   |                | 462,713 |   |   |   | 264,352 |   |
| Deferred      financing costs, net                       |   |                | 7,776   |   |   |   | 7,662 |   |
| Deferred      transmission credits, affiliate            |   |                | — |   |   |   | 11,717 |   |
| Deferred      tax assets                                 |   |                | — |   |   |   | 548 |   |
| Intangible      assets                                   |   |                | 46,119  |   |   |   | 46,119 |   |
| Total      assets                                        |   | $                   | 551,771 |   |   | $ | 333,765 |   |
|                                                     |   |                |    |   |   |   |   |   |
| LIABILITIES & MEMBER’S      INTEREST |   |                |    |   |   |   |   |   |
| Current      liabilities:                                |   |                |    |   |   |   |   |   |
| Accounts      payable, trade                             |   | $                   | 28,716  |   |   | $ | 17,145 |   |
| Accounts      payable, affiliate                         |   |                | 4,733   |   |   |   | 1,472 |   |
| Derivative      liabilities                              |   |                | 12,322  |   |   |   | 2,484 |   |
| Project      financing, current portion                  |   |                | 2,487   |   |   |   | — |   |
| Other      current liabilities                           |   |                | 2,710   |   |   |   | 672 |   |
| Income      tax payable, affiliate                       |   |                | 28      |   |   |   | — |   |
| Deferred      tax liabilities                            |   |                | — |   |   |   | 548 |   |
| Total      current liabilities                           |   |                | 50,996  |   |   |   | 22,321 |   |
| Project      financing, net of current portion           |   |                | 253,870 |   |   |   | 63,200 |   |
| Other      long-term liabilities                         |   |                | 627     |   |   |   | 260 |   |
| Written      call option                                 |   |                | 46,119  |   |   |   | 46,119 |   |
| Deferred      tax liabilities                            |   |                | 513     |   |   |   | — |   |
| Asset      retirement obligation                         |   |                | 612     |   |   |   | 380 |   |
| Derivative      liabilities                              |   |                | 72,251  |   |   |   | 15,774 |   |
| Total      liabilities                                   |   |                | 424,988 |   |   |   | 148,054 |   |
| Commitments      and contingencies (Note 10)        |   |                |    |   |   |   |   |   |
| Member’s      interest:                            |   |                |    |   |   |   |   |   |
| Accumulated      other comprehensive loss                |   |                | (26,708 | ) |   |   | (9,696 | ) |
| Deficit      accumulated during development stage        |   |                | (60,536 | ) |   |   | (8,284 | ) |
| Member’s      interest                             |   |                | 214,027 |   |   |   | 203,691 |   |
| Total      member’s interest                       |   |                | 126,783 |   |   |   | 185,711 |   |
| Total      liabilities and member’s interest       |   | $                   | 551,771 |   |   | $ | 333,765 |   |

----

|                                          |   |                        |    |   | For the Periods May 1, 2007 |    |
|-----------------------------------------------|--------|-----------------------------|---------|--------|------------------------------------------------------|---------|
|                                          |   | Year      Ended             |    |   | to      December 31,                            |    |
|                                          |   | December 31, 2008 |    |   | 2007                                                 |    |   | 2008 |   |
|                                          |   | (in      thousands)         |    |
| Operating      Expense                        |   |                        |    |   |                                                 |    |   |   |   |
| Project      development expense              |   | $                           | 507     |   |                                                 | $       | — |   |   | $ | 507 |   |
| Accretion      of asset retirement obligation |   |                        | 53      |   |                                                 |    | 5 |   |   |   | 58 |   |
| General      and administrative expense       |   |                        | 436     |   |                                                 |    | 99 |   |   |   | 535 |   |
| Total      operating expense                  |   |                        | 996     |   |                                                 |    | 104 |   |   |   | 1,100 |   |
| Loss      from operations                     |   |                        | (996    | )      |                                                 |    | (104 | ) |   |   | (1,100 | ) |
|                                          |   |                        |    |   |                                                 |    |   |   |   |   |   |   |
| Other      (income) expense                   |   |                        |    |   |                                                 |    |   |   |   |   |   |   |
| Interest      (income)                        |   |                        | (1,706  | )      |                                                 |    | (382 | ) |   |   | (2,088 | ) |
| Interest      expense                         |   |                        | 52,934  |   |                                                 |    | 8,562 |   |   |   | 61,496 |   |
| Loss      before income taxes                 |   |                        | (52,224 | )      |                                                 |    | (8,284 | ) |   |   | (60,508 | ) |
| Provision      for income taxes               |   |                        | 28      |   |                                                 |    | — |   |   |   | 28 |   |
| Net      loss                                 |   | $                           | (52,252 | )      |                                                 | $  | (8,284 | ) |   | $  | (60,536 | ) |

----

|                                                                               |   |                |    |   | Deficit     |   |    |          |   |   |           |   |   |          |    |
|------------------------------------------------------------------------------------|--------|---------------------|---------|--------|-------------|--------|---------|---------------|--------|--------|----------------|--------|--------|---------------|---------|
|                                                                               |   |                |    |   | Accumulated |   |    | Accumulated   |   |   |           |   |   |          |    |
|                                                                               |   |                |    |   | During      |   |    | Other         |   |   | Total          |   |   |          |    |
|                                                                               |   | Member’s      |    |   | Development |   |    | Comprehensive |   |   | Member’s |   |   | Comprehensive |    |
|                                                                               |   | Interest            |    |   | Stage       |   |    | Loss          |   |   | Interest       |   |   | Loss          |    |
|                                                                               |   | (in      thousands) |    |
|                                                                               |   |                |    |   |        |   |    |          |   |   |           |   |   |          |    |
| Contributions      from member on May 1, 2007                                 |   | $                   | 203,360 |   |        | $      | — |          |   | $      | —        |   |   | $             | 203,360 |   |   |   |   |
| Contributions      from member                                                     |   |                | 331     |   |        |   | — |          |   |   | —        |   |   |          | 331     |   |   |   |   |
| Comprehensive      loss from interest rate swaps                                   |   |                | — |   |        |   | — |          |   |   | (9,696         | )      |   |          | (9,696  | ) |   | $ | (9,696 | ) |
| Net      loss                                                                      |   |                | — |   |        |   | (8,284  | )             |   |   | —        |   |   |          | (8,284  | ) |   |   | (8,284 | ) |
| Total      comprehensive loss                                                      |   |                |    |   |        |   |    |          |   |   |           |   |   |          |    |   |   | $ | (17,980 | ) |
|                                                                               |   |                |    |   |        |   |    |          |   |   |           |   |   |          |    |   |   |   |   |   |
| Balance,      December 31, 2007                                               |   |                | 203,691 |   |        |   | (8,284  | )             |   |   | (9,696         | )      |   |          | 185,711 |   |   |   |   |   |
|                                                                               |   |                |    |   |        |   |    |          |   |   |           |   |   |          |    |   |   |   |   |   |
| Contributions      from member                                                     |   |                | 10,336  |   |        |   | — |          |   |   | —        |   |   |          | 10,336  |   |   |   |   |   |
| Comprehensive      loss from interest rate swaps                                   |   |                | — |   |        |   | — |          |   |   | (17,012        | )      |   |          | (17,012 | ) |   | $  | (17,012 | ) |
| Net      loss                                                                      |   |                | — |   |        |   | (52,252 | )             |   |   | —        |   |   |          | (52,252 | ) |   |   | (52,252 | ) |
| Total      comprehensive loss                                                      |   |                |    |   |        |   |    |          |   |   |           |   |   |          |    |   |   | $ | (69,264 | ) |
|                                                                               |   |                |    |   |        |   |    |          |   |   |           |   |   |          |    |   |   |   |   |   |
| Balance,      December 31, 2008                                               |   | $                   | 214,027 |   |        | $      | (60,536 | )             |   | $      | (26,708        | )      |   | $             | 126,783 |   |   |   |   |   |
| Total      comprehensive loss from May 1, 2007 to December 31,      2008 |   |                |    |   |        |   |    |          |   |   |           |   |   |          |    |   |   | $ | (87,244 | ) |

----

|                                                                                                    |   |                        |     | For the Periods May 1, 2007 |   |
|---------------------------------------------------------------------------------------------------------|--------|-----------------------------|----------|------------------------------------------------------|--------|
|                                                                                                    |   | Year      Ended             |     | to      December 31,                            |   |
|                                                                                                    |   | December 31, 2008 |     | 2007                                                 |   | 2008 |   |
|                                                                                                    |   | (in      thousands)         |     |
| Cash      flows from operating activities:                                                              |   |                        |     |                                                 |   |   |   |   |   |   |
| Net      loss                                                                                           |   | $                           | (52,252  | )                                                    | $      | (8,284 | ) | $ | (60,536 | ) |
| Adjustments      to reconcile net loss to net cash used in operating      activities:                   |   |                        |     |                                                 |   |   |   |   |   |   |
| Accretion      of asset retirement obligation                                                           |   |                        | 53       |                                                 |   | 5 |   |   | 58 |   |
| Change      in fair value of derivative assets and liabilities, net                                     |   |                        | 49,644   |                                                 |   | 8,561 |   |   | 58,205 |   |
| Change      in deferred transmission expense                                                            |   |                        | (1,630   | )                                                    |   | — |   |   | (1,630 | ) |
| Change      in operating assets and liabilities:                                                        |   |                        |     |                                                 |   |   |   |   |   |   |
| Prepaid      expense and other current assets                                                           |   |                        | —  |                                                 |   | (1,390 | ) |   | (1,390 | ) |
| Accounts      payable, trade                                                                            |   |                        | 536      |                                                 |   | 95 |   |   | 631 |   |
| Income      tax payable, affiliate                                                                      |   |                        | 28       |                                                 |   | — |   |   | 28 |   |
| Net      cash used in operating activities                                                              |   |                        | (3,621   | )                                                    |   | (1,013 | ) |   | (4,634 | ) |
| Cash      flows from investing activities:                                                              |   |                        |     |                                                 |   |   |   |   |   |   |
| Purchases      of property, plant and equipment                                                         |   |                        | (179,594 | )                                                    |   | (97,296 | ) |   | (276,890 | ) |
| Increase      in restricted cash                                                                        |   |                        | (70      | )                                                    |   | — |   |   | (70 | ) |
| Transmission      credit expenditures, affiliate                                                        |   |                        | (9,313   | )                                                    |   | (3,091 | ) |   | (12,404 | ) |
| Net      cash used in investing activities                                                              |   |                        | (188,977 | )                                                    |   | (100,387 | ) |   | (289,364 | ) |
| Cash      flows from financing activities:                                                              |   |                        |     |                                                 |   |   |   |   |   |   |
| Borrowings      under project financing                                                                 |   |                        | 193,157  |                                                 |   | 63,200 |   |   | 256,357 |   |
| Contribution      from member                                                                           |   |                        | 10,336   |                                                 |   | 46,980 |   |   | 57,316 |   |
| Deferred      financing costs                                                                           |   |                        | (495     | )                                                    |   | (7,694 | ) |   | (8,189 | ) |
| Net      cash provided by financing activities                                                          |   |                        | 202,998  |                                                 |   | 102,486 |   |   | 305,484 |   |
| Net      increase in cash and cash equivalents                                                          |   |                        | 10,400   |                                                 |   | 1,086 |   |   | 11,486 |   |
| Cash      and cash equivalents, beginning of period                                                     |   |                        | 1,086    |                                                 |   | — |   |   | — |   |
| Cash      and cash equivalents, end of period                                                           |   | $                           | 11,486   |                                                 | $      | 1,086 |   | $ | 11,486 |   |
|                                                                                                    |   |                        |     |                                                 |   |   |   |   |   |   |
| Supplemental      cash flow information:                                                                |   |                        |     |                                                 |   |   |   |   |   |   |
| Cash      paid for interest, net of amounts capitalized                                                 |   | $                           | 2,771    |                                                 | $      | — |   | $ | 2,771 |   |
| Cash      paid for income taxes                                                                         |   | $                           | —  |                                                 | $      | — |   | $ | — |   |
|                                                                                                    |   |                        |     |                                                 |   |   |   |   |   |   |
| Non-cash      investing and financing activities:                                                       |   |                        |     |                                                 |   |   |   |   |   |   |
| Purchases      of property, plant and equipment financed by accounts payable and other      liabilities |   | $                           | 15,376   |                                                 | $      | 17,308 |   | $ | 32,684 |   |
| Contribution      of assets and liabilities from member                                                 |   | $                           | —  |                                                 | $      | 156,711 |   | $ | 156,711 |   |
| Amortization      of deferred financing costs capitalized to property, plant and      equipment         |   | $                           | 381      |                                                 | $      | 31 |   | $ | 412 |   |
| Additions      to property, plant and equipment                                                         |   | $                           | 1,848    |                                                 | $      | — |   | $ | 1,848 |   |

----

| Cash                                      |   | $      | 46,980  |   |
|-------------------------------------------|--------|--------|---------|--------|
| Property,      plant and equipment        |   |   | 149,011 |   |
| Deferred      transmission credits        |   |   | 8,626   |   |
| Intangible      assets                    |   |   | 46,119  |   |
| Other      current and non-current assets |   |   | 891     |   |
| Written      call option                  |   |   | (46,119 | )      |
| Other      liabilities                    |   |   | (2,148  | )      |
| Net      member’s equity            |   | $      | 203,360 |   |

----

----

----

----

|                               |   | 2008   |    |   | 2007   |   |
|------------------------------------|--------|--------|---------|--------|--------|--------|
| Construction      in progress      |   | $      | 446,020 |   |   | $      | 247,659 |   |
| Emission      reduction credits    |   |   | 16,693  |   |   |   | 16,693 |   |
| Property,      plant and equipment |   | $      | 462,713 |   |   | $      | 264,352 |   |

----

| 2009       |   | $      | 2,487   |   |
|------------|--------|--------|---------|--------|
| 2010       |   |   | 9,949   |   |
| 2011       |   |   | 9,949   |   |
| 2012       |   |   | 9,949   |   |
| 2013       |   |   | 9,949   |   |
| Thereafter |   |   | 214,074 |   |
| Total      |   | $      | 256,357 |   |

----

----

----

----

|                     |   |                |    |   | For the Periods May 1, 2007 |   |
|--------------------------|--------|---------------------|---------|--------|------------------------------------------------------|--------|
|                     |   |                |    |   | to      December 31,                            |   |
|                     |   | 2008                |    |   | 2007                                                 |   |   | 2008 |   |
|                     |   | (in      thousands) |    |
| Current:                 |   |                |    |   |                                                 |   |   |   |   |
| Federal                  |   | $                   | — |   |                                                 | $      | — |   |   | $ | — |   |
| State                    |   |                | 28      |   |                                                 |   | — |   |   |   | 28 |   |
| Total      current       |   |                | 28      |   |                                                 |   | — |   |   |   | 28 |   |
| Deferred:                |   |                |    |   |                                                 |   |   |   |   |   |   |   |
| Federal                  |   |                | — |   |                                                 |   | — |   |   |   | — |   |
| State                    |   |                | — |   |                                                 |   | — |   |   |   | — |   |
| Total      deferred      |   |                | — |   |                                                 |   | — |   |   |   | — |   |
| Total      tax provision |   | $                   | 28      |   |                                                 | $      | — |   |   | $ | 28 |   |

|                                               |                |   | For      the Periods May 1, 2007 |   |
|----------------------------------------------------|---------------------|--------|---------------------------------------|--------|
|                                               |                |   | to      December 31,             |   |
|                                               | 2008                |   | 2007                                  |   | 2008 |   |
|                                               | (in      thousands) |   |
| Computed      at statutory rate                    |                | $      | (18,278                               | )      |   | $ | (2,900 | ) |   | $ | (21,178 | ) |
| State      franchise taxes, net of federal benefit |                |   | 18                                    |   |   |   | — |   |   |   | 18 |   |
| Change      in valuation allowance                 |                |   | 18,288                                |   |   |   | 2,900 |   |   |   | 21,188 |   |
| Total      tax provision                           |                | $      | 28                                    |   |   | $ | — |   |   | $ | 28 |   |

----

|                                      |   | 2008                |    |
|-------------------------------------------|--------|---------------------|---------|
|                                      |   | Current             |    |   | Non-Current |   |   | Total |   |
|                                      |   | (in      thousands) |    |
| Deferred      tax assets:                 |   |                |    |   |   |   |   |   |   |
| Deferred      financing costs             |   | $                   | — |   |   | $ | 122 |   |   | $ | 122 |   |
| Derivative      instruments               |   |                | 3,696   |   |   |   | 33,380 |   |   |   | 37,076 |   |
| Written      call agreement               |   |                | — |   |   |   | 20,219 |   |   |   | 20,219 |   |
| Net      operating loss carryover         |   |                | — |   |   |   | 2,495 |   |   |   | 2,495 |   |
| Property,      plant and equipment        |   |                | — |   |   |   | 85,783 |   |   |   | 85,783 |   |
| Total      gross deferred tax assets      |   |                | 3,696   |   |   |   | 141,999 |   |   |   | 145,695 |   |
| Less:      valuation allowance            |   |                | (3,183  | ) |   |   | (122,293 | ) |   |   | (125,476 | ) |
| Net      deferred tax assets              |   |                | 513     |   |   |   | 19,706 |   |   |   | 20,219 |   |
|                                      |   |                |    |   |   |   |   |   |   |   |   |   |
| Deferred      tax liabilities:            |   |                |    |   |   |   |   |   |   |   |   |   |
| Intangible      asset                     |   |                | — |   |   |   | (20,219 | ) |   |   | (20,219 | ) |
| Total      gross deferred tax liabilities |   |                | — |   |   |   | (20,219 | ) |   |   | (20,219 | ) |
| Net      deferred tax asset (liability)   |   | $                   | 513     |   |   | $ | (513 | ) |   | $ | — |   |

|                                      |   | 2007                |    |
|-------------------------------------------|--------|---------------------|---------|
|                                      |   | Current             |    |   | Non-Current |   |   | Total |   |
|                                      |   | (in      thousands) |    |
| Deferred      tax assets:                 |   |                |    |   |   |   |   |   |   |
| Deferred      financing costs             |   | $                   | — |   |   | $ | 122 |   |   | $ | 122 |   |
| Derivative      instruments               |   |                | 1,089   |   |   |   | 6,801 |   |   |   | 7,890 |   |
| Written      call agreement               |   |                | — |   |   |   | 20,219 |   |   |   | 20,219 |   |
| Net      operating loss carryover         |   |                | — |   |   |   | 2,160 |   |   |   | 2,160 |   |
| Property,      plant and equipment        |   |                | — |   |   |   | 85,658 |   |   |   | 85,658 |   |
| Total      gross deferred tax assets      |   |                | 1,089   |   |   |   | 114,960 |   |   |   | 116,049 |   |
| Less:      valuation allowance            |   |                | (892    | ) |   |   | (94,193 | ) |   |   | (95,085 | ) |
| Net      deferred tax assets              |   |                | 197     |   |   |   | 20,767 |   |   |   | 20,964 |   |
|                                      |   |                |    |   |   |   |   |   |   |   |   |   |
| Deferred      tax liabilities:            |   |                |    |   |   |   |   |   |   |   |   |   |
| Intangible      asset                     |   |                | — |   |   |   | (20,219 | ) |   |   | (20,219 | ) |
| Prepaid      expenses                     |   |                | (745    | ) |   |   | — |   |   |   | (745 | ) |
| Total      gross deferred tax liabilities |   |                | (745    | ) |   |   | (20,219 | ) |   |   | (20,964 | ) |
| Net      deferred tax asset (liability)   |   | $                   | (548    | ) |   | $ | 548 |   |   | $ | —- |   |

----

| Unrecognized      tax benefits at contribution date (May 1, 2007)                    |   | $      | 2,091   |   |
|-------------------------------------------------------------------------------------------|--------|--------|---------|--------|
| Increases      related to tax positions during the year ended December 31,      2008 |   |   | 16      |   |
| Decrease      related to prior year tax positions                                         |   |   | — |   |
| Unrecognized      tax benefits at December 31, 2008                                  |   | $      | 2,107   |   |

----

| 2009       |   | $      | 865    |   |
|------------|--------|--------|--------|--------|
| 2010       |   |   | 891    |   |
| 2011       |   |   | 918    |   |
| 2012       |   |   | 946    |   |
| 2013       |   |   | 974    |   |
| Thereafter |   |   | 24,488 |   |
| Total      |   | $      | 29,082 |   |

----

----

|   | /s/  JACK      A. FUSCO       |   |
|--------|-----------------------------------------|--------|
|   | Jack      A. Fusco                      |   |
|   | President,      Chief Executive Officer |   |
|   | and      Director                       |   |
|   | Calpine      Corporation                |   |

----

|   | /s/  ZAMIR      RAUF    |   |
|--------|-----------------------------------|--------|
|   | Zamir      Rauf                   |   |
|   | Executive      Vice President and |   |
|   | Chief      Financial Officer      |   |
|   | Calpine      Corporation          |   |

----

|   | /s/  JACK      A. FUSCO       |   | /s/  ZAMIR      RAUF    |   |
|--------|-----------------------------------------|--------|-----------------------------------|--------|
|   | Jack      A. Fusco                      |   | Zamir      Rauf                   |   |
|   | President,      Chief Executive Officer |   | Executive      Vice President and |   |
|   | and      Director                       |   | Chief      Financial Officer      |   |
|   | Calpine      Corporation                |   | Calpine      Corporation          |   |