EXHIBIT 4.14

                              CERTIFICATE OF TRUST
                                       OF
                             CALPINE CAPITAL TRUST V

        THIS Certificate of Trust of Calpine Capital Trust V (the "Trust"),
dated as of January 10, 2002, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

        1. Name. The name of the business trust formed hereby is "Calpine
Capital Trust V".

        2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware are Wilmington Trust Company, 1100 North Market
Street, Wilmington, Delaware 19890-0001, Attn: Corporate Trust Administration.

        3. Effective Date. This Certificate of Trust shall be effective upon
filing with the Secretary of State of the State of Delaware.

        IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have duly executed this Certificate of Trust in accordance with Section 3811(a)
of the Act.

                                            WILMINGTON TRUST COMPANY, not in its
                                            individual capacity, but solely as
                                            trustee of the Trust


                                            By: /s/ BRUCE L. BISSON
                                                --------------------------------
                                            Name: BRUCE L. BISSON
                                                  ------------------------------
                                            Title: VICE PRESIDENT
                                                   -----------------------------

                                            /s/ ANN B. CURTIS
                                            ------------------------------------
                                            ANN B. CURTIS, not in her individual
                                            capacity, but solely as trustee of
                                            the Trust