CALPINE CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10-9.txt
<TEXT>
                    AMENDMENT NUMBER ONE TO PLEDGE AGREEMENT


     THIS  AMENDMENT  NUMBER  ONE TO PLEDGE  AGREEMENT,  dated as of May 9, 2002
(herein  called  this  "Amendment"),  is  entered  into  by  and  among  CALPINE
CORPORATION,  a Delaware  corporation (herein called the "Company") and THE BANK
OF NOVA  SCOTIA,  as joint  administrative  agent  and  funding  agent  (in such
capacity, the "Agent").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  the Company and the Agent have heretofore  entered into a certain
Pledge Agreement, dated as of March 8, 2002 (herein called the "Agreement"); and

     WHEREAS, the Company, the Lenders and the Administrative  Agents now desire
to amend the Agreement in certain respects, as hereinafter provided,

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
herein contained, the Company and the Agent hereby agree as follows:

     SECTION 1. Attachment 1 to the Agreement is hereby replaced with Attachment
1-A hereto  which  deletes the  references  to Calpine  Natural Gas GP, Inc. and
Calpine  Natural Gas  Holdings,  Inc.  All  references  to  Attachment  1 in the
Agreement shall be deemed to refer to Attachment 1-A attached hereto.

     SECTION  2. To  induce  the  Lenders  and the  Agent  to  enter  into  this
Amendment,   the  Company  hereby  reaffirms,   as  of  the  date  hereof,   its
representations and warranties contained in Article III of the Agreement (except
to the extent such  representations  and warranties  relate solely to an earlier
date) and additionally represents and warrants as follows:

               (i)  The  execution  and  delivery  of  this  Amendment,  and the
          performance by the Company of its  obligations  hereunder,  are within
          the  Company's  corporate  powers,  have been duly  authorized  by all
          necessary action,  have received all necessary  governmental  approval
          (if any  shall be  required),  and do not and will not  contravene  or
          conflict with any provision of law or of the charter or by-laws of the
          Company or of any agreement binding upon the Company;

               (ii) As of the date of this  Amendment,  the Company  owns all of
          the equity interests in Calpine Holdings;

               (iii) This Amendment is the legal,  valid and binding  obligation
          of the Company  enforceable against the Company in accordance with its
          terms; and

               (iv) No Default has  occurred  and is  continuing  and no Default
          will result from the execution and delivery of this Amendment.

     SECTION 3. The  effectiveness of this Amendment is conditioned upon receipt
by the Administrative  Agents of all the following  documents,  each in form and
substance satisfactory to the Administrative Agents:

               (i) This  Amendment  duly  executed by the Company and the Agent;
          and

               (ii) Such other documents as the Administrative Agents shall have
          reasonably requested.

     SECTION  4.  This  Amendment  shall be  deemed  to be an  amendment  to the
Agreement,  and the Agreement,  as amended hereby, is hereby ratified,  approved
and confirmed in each and every respect.  All references to the Agreement in any
other  document,  instrument,  agreement or writing shall hereafter be deemed to
refer to the Agreement as amended hereby.

     SECTION  5.  Unless  otherwise  defined  herein  or the  context  otherwise
requires,  terms used in this  Amendment,  including  its preamble and recitals,
have the meanings provided in the Agreement.

     SECTION 6. THIS  AMENDMENT  SHALL BE A CONTRACT  MADE UNDER AND GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. All
obligations of the Company and rights of the Agent expressed  herein shall be in
addition to and not in limitation of those provided by applicable law.  Whenever
possible each provision of this Amendment shall be interpreted in such manner as
to be effective  and valid under  applicable  law, but if any  provision of this
Amendment shall be prohibited by or invalid under applicable law, such provision
shall be  ineffective to the extent of such  prohibition or invalidity,  without
invalidating the remainder of such provision or the remaining provisions of this
Amendment.

     SECTION 7. This  Amendment  may be executed in any number of  counterparts,
all of which taken together shall  constitute one and the same  instrument,  and
any party hereto may execute this Amendment by signing one or more counterparts.

     SECTION 8. This  Amendment  shall be binding upon the Company and the Agent
and their respective  successors and assigns,  and shall inure to the benefit of
the Company and the Agent and the successors and assigns of the Agent.

     SECTION 9. THE COMPANY  HEREBY  KNOWINGLY,  VOLUNTARILY  AND  INTENTIONALLY
WAIVES  ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR  PROCEEDING  TO ENFORCE OR
DEFEND  ANY RIGHTS  UNDER THIS  AMENDMENT  OR UNDER ANY  AMENDMENT,  INSTRUMENT,
DOCUMENT  OR  AGREEMENT  DELIVERED  OR WHICH MAY IN THE FUTURE BE  DELIVERED  IN
CONNECTION  HEREWITH  OR  ARISING  FROM ANY  BANKING  RELATIONSHIP  EXISTING  IN
CONNECTION  WITH THIS  AMENDMENT,  AND AGREES THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.




<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.

                                   CALPINE CORPORATION


                                   By:__________________________________________

                                   Name:________________________________________

                                   Title:_______________________________________

<PAGE>


                                   THE BANK OF NOVA SCOTIA, as
                                   Administrative Agent


                                   By:__________________________________________

                                   Name:________________________________________

                                   Title:_______________________________________

<PAGE>


                                 ATTACHMENT 1-A


                                                                    ATTACHMENT 1
                                                                              to
                                                                Pledge Agreement

<TABLE>
<CAPTION>
Pledged Shares
--------------
Pledged Share Issuer                 Common Stock
--------------------                 ------------
                                      Authorized     Outstanding     % of Shares
                                        Shares         Shares          Pledged
                                      ----------     -----------     -----------
<S>                                      <C>             <C>             <C>
Calpine CCFC Holdings, Inc. .......      1000            1000            100%
</TABLE>

</TEXT>
</DOCUMENT>
