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                          CHESAPEAKE ENERGY CORPORATION

                               401(k) MAKE-UP PLAN


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                          CHESAPEAKE ENERGY CORPORATION
                               401(k) MAKE-UP PLAN

                                Table of Contents



                                                                            Page

ARTICLE I ESTABLISHMENT AND PURPOSE.......................................  1

1.1      Establishment....................................................  1
1.2      Purpose..........................................................  1
1.3      ERISA Status.....................................................  1

ARTICLE II DEFINITIONS....................................................  1
2.1      Definitions......................................................  1

ARTICLE III ELIGIBILITY AND PARTICIPATION.................................  5

ARTICLE IV ELECTIVE DEFERRALS.............................................  5
4.1      Deferrals........................................................  5
4.2      Timing of Deferral Election......................................  5

ARTICLE V COMPANY CONTRIBUTIONS...........................................  6
5.1      Purpose..........................................................  6
5.2      Eligibility for Supplemental Matching Contributions..............  6
5.3      Calculation of Supplemental Matching Contributions...............  6
5.4      Discretionary Contributions......................................  7

ARTICLE VI PAYMENT OF BENEFITS............................................  7
6.1      Payment Upon Termination or Disability...........................  7
6.2      Payment to Beneficiary...........................................  7
6.3      Beneficiary Designations.........................................  7
6.4      Changes in Payment Date..........................................  8

ARTICLE VII ACCOUNTS AND INVESTMENT.......................................  9
7.1      Establishment of Account.........................................  9
7.2      Balance of Account...............................................  9
7.3      Investment Direction - Deferred Amounts..........................  9
7.4      Investment of Company Contributions..............................  9
7.5      Vesting..........................................................  9
7.6      Account Statements............................................... 10

ARTICLE VIII ADMINISTRATION............................................... 10
8.1      Administration................................................... 10
8.2      Indemnification and Exculpation.................................. 10
8.3      Rules of Conduct................................................. 10
8.4      Legal, Accounting, Clerical and Other Services................... 10
8.5      Records of Administration........................................ 11
8.6      Expenses......................................................... 11

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8.7      Liability........................................................ 11
8.8      Claims Review Procedures......................................... 11
8.9      Finality of Determinations; Exhaustion of Remedies............... 12
8.10     Effect of Fiduciary Action....................................... 12

ARTICLE IX GENERAL PROVISIONS............................................. 13
9.1      Effect on Other Plans............................................ 13
9.2      Conditions of Employment Not Affected by Plan.................... 13
9.3      Restrictions on Alienation of Benefits........................... 13
9.4      Funding.......................................................... 13
9.5      Tax Consequences Not Guaranteed.................................. 14
9.6      Construction..................................................... 14
9.7      Severability..................................................... 14
9.8      Tax Withholding.................................................. 14
9.9      Articles and Section Titles and Headings......................... 14
9.10     Governing Law.................................................... 14

ARTICLE X AMENDMENT AND TERMINATION....................................... 14
10.1     Amendment and Termination........................................ 14
10.2     Change of Control................................................ 15

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                          CHESAPEAKE ENERGY CORPORATION
                               401(k) MAKE-UP PLAN

                                   ARTICLE I
                            Establishment and Purpose

     1.1 Establishment. Chesapeake Energy Corporation ("Company"), hereby adopts
the Chesapeake Energy Corporation 401(k) Make-Up Plan effective January 1, 2003.

     1.2 Purpose. The Plan shall provide Eligible Employees the ability to defer
payment of compensation earned and/or granted by the Company, its Subsidiaries
and/or Affiliated Entities. The Plan is intended to provide such Eligible
Employees with a degree of flexibility in their financial planning. The Plan is
also intended to provide the opportunity to make contributions which would
otherwise be made under the Chesapeake Energy Corporation Savings and Incentive
Stock Bonus Plan ("Qualified Plan") but which cannot be made under the Qualified
Plan due to the limitations imposed by (i) Section 401(a)(17) of the Internal
Revenue Code of 1986, as amended (the "Code"), which limits the annual
compensation that may be taken into account in computing benefits under plans
qualified under Sections 401(a) and 501(a) of the Code, and (ii) Sections 401(k)
and 402(g) of the Code which limits benefits that may be deferred into a defined
contribution plan qualified under Section 401(k) of the Code or which may be
contributed by the Company as a "matching contribution" under Section 401(m) of
the Code.

     1.3 ERISA Status. The Plan is intended to qualify for the exemptions
provided under Title I of ERISA for plans that are not tax-qualified and that
are maintained primarily to provide deferred compensation for a select group of
management or highly compensated employees as defined in Section 201(2) of
ERISA.

                                   ARTICLE II
                                   Definitions

     2.1 Definitions. For purposes of this Plan, the following definitions shall
apply:

          (a) "Account" means the record keeping accounts maintained in the name
of a Participant to which Deferred Amounts, Company Contributions and any
income, earnings or losses thereon are recorded pursuant to the provisions of
Article VII.

          (b) "Affiliated Entity" means any partnership or limited liability
company in which a majority of the partnership or other similar interest thereof
is owned or controlled, directly or indirectly, by the Company or one or more of
its Subsidiaries or Affiliated Entities or a combination thereof. For purposes
hereof, the Company, a Subsidiary or an Affiliated Entity shall be deemed to
have a majority ownership interest in a partnership or limited liability company
if the Company, such Subsidiary or Affiliated Entity shall be allocated a
majority of partnership or limited liability company gains or losses or shall be
or control a managing director or a general partner of such partnership or
limited liability company.

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          (c) "Base Salary" means the Participant's annualized gross rate of
salary paid before any deductions of any kind whatsoever excluding overtime,
bonuses, commissions and other extraordinary compensation.

          (d) "Beneficiary" means the person, persons, trust, or other entity
designated by a Participant on a beneficiary designation form adopted by the
Committee to receive benefits, if any, under this Plan at such Participant's
death pursuant to Section 6.3.

          (e) "Board" means the Board of Directors of the Company.

          (f) "Bonus" means the Participant's cash performance bonus(es) to be
paid during each calendar year before any deductions of any kind whatsoever.

          (g) "Change of Control" means the occurrence of any of the following:

               (i) the acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either (A) the then outstanding shares of common stock of the Company
(the "Outstanding Company Common Stock") or (B) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting Securities"). For
purposes of this paragraph 2.1(g) the following acquisitions by a Person will
not constitute a Change of Control: (1) any acquisition directly from the
Company; (2) any acquisition by the Company; (3) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company; or (4) any acquisition by any corporation
pursuant to a transaction which complies with clauses (A), (B) and (C) of
paragraph (iii);

               (ii) the individuals who, as of the date hereof, constitute the
board of directors (the "Incumbent Board") cease for any reason to constitute at
least a majority of the board of directors. Any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Company's shareholders, is approved by a vote of at least a majority of the
directors then comprising the Incumbent Board will be considered a member of the
Incumbent Board as of the date hereof, but any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Incumbent Board will not be deemed a member of the Incumbent Board as
of the date hereof;

               (iii) the consummation of a reorganization, merger, consolidation
or sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), unless following such Business Combination:
(A) all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the


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then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (B) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or
related trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (C) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or

               (iv) the approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.

          (h) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any Regulations relating thereto.

          (i) "Committee" means the committee appointed by the Board of
Directors of the Company to manage and administer the Plan.

          (j) "Company Contribution" means, collectively, the Supplemental
Matching Contribution and any Discretionary Contributions made by the Company
for the benefit of a Participant pursuant to Article V.

          (k) "Deferred Amount" means the portion of a Participant's Base Salary
and Bonus which the Participant elects to defer pursuant to Article IV. Deferred
Amounts shall be determined by reference to the Plan Year in which the Base
Salary is earned and the Bonus would otherwise have been paid.

          (l) "Disability" means either a physical or mental disability as a
result of which, at least 180 days after commencement of such disability, the
Participant is determined, by a physician selected by the Company and acceptable
to the Participant or the Participant's legal representative, to be totally and
permanently disabled.

          (m) "Discretionary Contributions" means a discretionary contribution
made by the Company to a Participant's Account pursuant to Section 5.4 of the
Plan.

          (n) "Election" means an affirmative election made by an Eligible
Employee on a deferral election form provided by the Committee with respect to
which the Eligible Employee may elect Deferred Amounts under this Plan.


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          (o) "Eligible Employee" means (i) an employee who (A) is designated by
the Committee as belonging to a "select group of management or highly
compensated employees," as such phrase is defined under ERISA; (B) receives a
Base Salary of $100,000 or more during the twelve months immediately preceding
the applicable Plan Year; (C) has five or more Years of Service with the
Company, a Subsidiary or an Affiliated Entity prior to the Plan Year and (D) is
employed by the Company, a Subsidiary or an Affiliated Entity on December 31
preceding the applicable Plan Year; or (ii) an employee who is otherwise
determined by the Committee to be eligible to participate in the Plan.

          (p) "Employer" shall mean the Company and/or any Subsidiary or
Affiliated Entity that employs a Participant.

          (q) "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

          (r) "Participant" means an Eligible Employee who has Deferred Amounts
and/or Company Contributions credited to an Account under this Plan.

          (s) "Plan" means this Chesapeake Energy Corporation 401(k) Make-Up
Plan, as amended from time to time.

          (t) "Plan Year" means the 12-month period beginning on January 1st and
ending on December 31st.

          (u) "Qualified Plan" means the Chesapeake Energy Corporation Savings
and Incentive Stock Bonus Plan.

          (v) "Qualified Plan Matching Contribution" means the total of all
matching contributions made by the Company to the Qualified Plan for the benefit
of a Participant under and in accordance with the terms of the Qualified Plan in
any Plan Year.

          (w) "Retirement Date" means the date a Participant is at least age 55
and has at least 10 Years of Service with the Company, a Subsidiary or an
Affiliated Entity.

          (x) "Stock" means Chesapeake Energy Corporation common stock.

          (y) "Subsidiary" shall have the same meaning set forth in Section 424
of the Code.

          (z) "Supplemental Matching Contribution" means the matching
contribution made by the Company for the benefit of a Participant pursuant to
Article V of the Plan.

          (aa) "Trust" shall mean a "grantor trust" as defined in Section 671 of
the Code, which may be established by the Company to provide a source of funding
for amounts deferred hereunder.

          (bb) "Valuation Date" means the close of business on the applicable
business day assuming daily valuations of Accounts.


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          (cc) "Year of Service" means the active employment with the Company, a
Subsidiary or an Affiliated Entity for 12 consecutive months.

                                  ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

     The Committee shall provide Eligible Employees selected for participation
in this Plan with notice of eligibility and permit such Eligible Employee the
opportunity to make an Election pursuant to Article IV. Notice may be given at
the time and in the manner as the Committee may determine. All determinations
regarding eligibility for participation in the Plan will be made by the
Committee. The determinations of the Committee will be final and binding.
Eligible Employees who have made an Election under this Plan shall continue as a
Participant as long as there is a balance credited to his or her Account.

                                   ARTICLE IV
                               ELECTIVE DEFERRALS

     4.1 Deferrals. Eligible Employees may make elective deferrals with respect
to the following sources in accordance with the provisions of this Article IV:

          (a) Amount Eligible for Deferral.

               (i) Bonus. An Eligible Employee may elect to defer under this
Plan and the Chesapeake Energy Corporation Deferred Compensation Plan up to 100%
of the Eligible Employee's Bonus that may be awarded by the Company, a
Subsidiary or an Affiliated Entity. The amount deferred shall be specified as a
percentage of any Bonus which may be awarded to an Eligible Employee in a Plan
Year.

               (ii) Base Salary. An Eligible Employee may elect to defer under
this Plan and the Chesapeake Energy Corporation Deferred Compensation Plan up to
60% of the Eligible Employee's Base Salary as long as such deferral does not
reduce such Eligible Employee's Base Salary below an amount necessary to satisfy
applicable employment withholding tax obligations, benefit plan contributions,
and income tax withholding obligations.

          (b) Deferrals. The amount of Base Salary and Bonus deferred by a
Participant under this Plan shall be equal to (i) the percentage of Base Salary
and Bonus the Participant elects to defer reduced by (ii) the maximum amount the
Participant is permitted to contribute to the Qualified Plan pursuant to the
terms of the Qualified Plan.

          4.2 Timing of Deferral Election. Except as may be permitted by the
Code or the regulations adopted thereunder, the Election to defer shall apply to
Base Salary earned and Bonus paid during the Plan Year which commences
immediately following the year in which the Election is made. Elections must be
completed and filed before the December 1 preceding the beginning of the Plan
Year when such elections are to be applicable. Elections shall only be
applicable to Base Salary which has not been earned, and to Bonus which has not
been finally determined and/or awarded. Eligible Employees who are selected to
participate in the Plan during a Plan Year will be permitted to participate in
the Plan if an Election form is completed and filed at least 30 days prior to
the date participation in the Plan is scheduled to commence.

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Elections will continue to apply to subsequent Plan Years unless and until the
Participant files a revised Election with the Committee by December 1 of the
year preceding the Plan Year when the revised election is to be applicable.

                                   ARTICLE V
                              COMPANY CONTRIBUTIONS

     5.1 Purpose. Section 401(a)(17) of the Code limits the amount of
compensation that may be taken into account under a tax-qualified Qualified Plan
for any year to $200,000, adjusted annually by the Internal Revenue Service for
cost of living increases. Section 401(m) of the Code (and the Qualified Plan)
limits the amount which may be contributed by the Company as a "matching
contribution" to the Qualified Plan. Section 402(g) of the Code limits the
amount of deferrals of compensation under a tax-qualified Qualified Plan with a
Section 401(k) feature to $12,000 as adjusted annually by the Internal Revenue
Service. The purpose of this Article V is to restore to Participants any
benefits that would have been available to them under the Qualified Plan had the
limitations of Sections 401(a)(17), 401(m) or 402(g) of the Code not been
imposed.

     5.2 Eligibility for Supplemental Matching Contributions. To be eligible for
Supplemental Matching Contributions, an Eligible Employee must (a) be a
Participant in the Qualified Plan, (b) have made the maximum contribution
allowable under the Qualified Plan and (c) have experienced a reduction in the
benefits he would have received from the Qualified Plan as a result of the
limitations of Section 401(a)(17) or 402(g) of the Code.

     5.3 Calculation of Supplemental Matching Contributions. Each Plan Year, the
Company will make a Supplemental Matching Contribution to this Plan on behalf of
each Participant in an amount equal to the difference between (i) and (ii)
below:

               (i) An amount equal to 100% percent of the amount deferred by the
Participant pursuant to Section 4.1 for the Plan Year, without giving effect to
any reductions required by the limitations imposed by the Code on or under the
Qualified Plan but not to exceed a percentage of such Participant's Base Salary
and Bonus (the "Company Maximum Match") as determined by the Committee in its
discretion for such Plan Year. For purposes of the initial Plan Year, the
Company Maximum Match shall be 15%;

     LESS

              (ii) The amount of the Qualified Plan Matching Contribution
actually allocated to the Qualified Plan on the Participant's behalf for the
Plan Year.

Provided, the Supplemental Matching Contribution will only be made on behalf of
a Participant for any Plan Year if such Participant has made the maximum
deferral of compensation as permitted under Section 402(g) to the Qualified Plan
and the Company has made the maximum Qualified Plan Matching Contribution to the
Qualified Plan as permitted under Section 401(m) of the Code and the Qualified
Plan as determined by the Committee in its discretion for such Plan Year.

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     5.4 Discretionary Contributions. The Committee may also make any
contribution it so elects, as either an additional match or such other basis
chosen by the Committee, to a Participant in any given Plan Year.

                                   ARTICLE VI
                               PAYMENT OF BENEFITS

     6.1 Payment Upon Termination or Disability.

          (a) Timing. Unless otherwise distributed in accordance with the terms
of this Plan, payment of a Participant's vested Account shall commence as
described below following (i) a Participant's termination of employment for any
reason, or (ii) the date the Participant is determined by the Committee to have
incurred a Disability.

          (b) Installment Payments. If a Participant's vested Account balance is
at least $50,000 and the Participant terminates employment or becomes Disabled
after attaining the Participant's Retirement Date, the Participant is eligible
to elect annual installment payments payable over a period of 1 to 20 years. The
first installment shall commence within 30 days of the calendar quarter
following the one-year anniversary of the Participant's date of termination or
date of Disability with each subsequent annual installment paid in January of
each year until all installment payments have been paid. If a Participant
qualifies for an installment payment but fails to make an effective designation
as to the method of payment, the Participant's Account will be distributed in
annual installments over 10 years.

          (c) Lump Sum Payment. If a Participant terminates employment for any
reason prior to his or her Retirement Date or with an Account balance less than
$50,000, payment will be made in the form of a lump sum within 30 days following
the month of the Participant's date of termination or Disability. If a
Participant terminates employment or becomes Disabled and is eligible to receive
installment payments but elects to receive payment in the form of a single lump
sum, payment will be made 13 months following the Participant's date of
termination or date of Disability.

          (d) Changes in Method of Payment. The Committee, in its sole
discretion, may permit a different method of payment if a Participant is
determined by the Committee to be subject to special circumstances. The method
of payment may be changed from time to time by the Participant, but in no event
will such change be considered valid if the change occurs within the 12-month
period prior to the date payment is scheduled to commence without the approval
of the Committee.

     6.2 Payment to Beneficiary. If a Participant dies with a balance credited
to the Participant's Account the then current vested balance of the
Participant's Account shall be paid to the Participant's Beneficiary in a lump
sum.

     6.3 Beneficiary Designations. A Participant shall designate on a
beneficiary designation form provided by the Committee a Beneficiary who, upon
the Participant's death, will receive payments that otherwise would have been
paid to the Participant under the Plan. All Beneficiary designations must be in
writing. Beneficiary designations will be effective only if and when delivered
to the Committee during the lifetime of the Participant. A Participant may

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change a Beneficiary or Beneficiaries by filing a new beneficiary designation
form. The latest beneficiary designation form shall apply to the Accounts of the
Participant. If a Beneficiary of a Participant predeceases the Participant, the
designation of such Beneficiary shall be void. If a Beneficiary to whom benefits
under the Plan remain unpaid dies after the Participant and the Participant
failed to specify a contingent Beneficiary on the appropriate Beneficiary
designation form, the balance of the Participant's Account will be paid to such
Beneficiary's estate. If a Participant fails to designate a Beneficiary or if
such designation is ineffective, in whole or in part, any payment that otherwise
would have been paid to such Participant shall be paid to the Participant's
estate.

     6.4 Changes in Payment Date.

          (a) Emergency. If the Participant experiences an unforeseeable
emergency, payment of the Participant's Account, attributable to Deferred
Amounts, prior to the Participant's termination date may occur with the approval
of the Committee subject to the following conditions:

                    (i) The minimum emergency withdrawal is the lesser of
$25,000 or 100% of the Account balance;

                    (ii) The Participant must submit a written request to the
Committee at least 30 days prior to the date the Participant requests payment.
The written notice must state the reason necessitating the early payment and
provide documentation that the financial hardship cannot be satisfied by other
assets;

                    (iii) The emergency must result from a severe financial
hardship to the Participant resulting from (1) a sudden and unexpected illness
or accident of the Participant or of a dependent (as defined in Section 152(a)
of the Code) of the Participant, (2) loss of the Participant's property due to
casualty, or (3) other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant. The need to
send a Participant's child to college or the desire to purchase a home shall not
be considered emergencies for purposes of this Subsection 6.4(a);

                    (iv) The decision whether to allow an emergency withdrawal
from the Participant's Account shall be made in the sole and absolute discretion
of the Committee; and

                    (v) In the event a Participant receives an emergency
payment, all deferrals elected for such Plan Year shall cease, and the
Participant shall not be eligible to participate in the Plan for the balance of
the Plan Year and one additional Plan Year.

          (b) Nonscheduled Withdrawal. A Participant may request an unscheduled
distribution of not less than 25% of the portion of his Account attributable to
Deferred Amounts. However, the distribution will be subject to a 10% penalty of
the amount requested. In the event a Participant requests a nonscheduled
withdrawal, (i) all deferrals under this Plan for such Plan Year shall cease,
(ii) the Participant shall not be eligible to participate in the Plan for the
balance of the Plan Year and one additional Plan Year, and (iii) the Participant
shall forfeit the portion of Company Contributions (vested and unvested) held in
the Participant's Account in proportion to the Deferred Amounts distributed to
the Participant.



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                                  ARTICLE VII
                             ACCOUNTS AND INVESTMENT

     7.1 Establishment of Account. There shall be established and maintained by
the Company a separate Account in the name of each Participant who has elected
to defer Base Salary and Bonus under the terms of this Plan.

     7.2 Balance of Account. The balance of each Participant's Account shall
include Deferred Amounts and Company Contributions, plus income and gains
credited with respect to the deemed investments selected by the Participant
based on the benchmark funds provided by the Committee. Losses from the deemed
investments in the benchmark funds shall reduce the Participant's Account
balance. The balance of each Participant's Account shall be determined as of
each Valuation Date.

     7.3 Investment Direction - Deferred Amounts. The Committee may, in its sole
discretion, offer more than one benchmark fund as a deemed investment
alternative. If the Committee elects to offer more than one deemed investment
alternative, on such form as the Committee prescribes, each Participant may
select among the different benchmark funds for Deferred Amounts. However, the
Committee is not required to accept the deemed investments made by the
Participant. No actual investments shall be made by Participants. The deemed
investments in benchmark funds are only for the purpose of determining the
Company's payment obligation under the Plan. A Participant who has a choice of
more than one such benchmark fund may, as frequently as daily, modify his
election of benchmark funds through a procedure designated by the Committee.
Such modification will be in accordance with rules and procedures adopted by the
Committee. The balance of each Participant's Account shall be deemed invested in
one or more benchmark funds on each Valuation Date, and income or losses shall
accrue on such balance upon such date, from the previous Valuation Date.

     7.4 Investment of Company Contributions. Company Contributions will be
deemed to be invested solely in Stock. Distributions of the Participant's
Account balance attributable to Company Contributions will be made in Stock. A
Participant may not elect to diversify the portion of his Account attributable
to Company Contributions. On the last day of each calendar quarter the Company
shall transfer to the trustee of the Trust cash equal to the amount of the
Company Contribution for the quarter. The trustee shall purchase shares of Stock
on the open market on the last business day of each calendar quarter. Shares of
Stock shall be issued in the name of the trustee of the Trust. During the period
that Stock is held by the trustee, cash dividends will not be paid with respect
to such Stock and Stock dividends will not be reinvested in the Participant's
Account. During the period Stock is held by the Trust, Participants will not
have the right to vote such shares of Stock and the Participant will not have
any other incidents of ownership or rights as a shareholder with respect to such
Stock.

     7.5 Vesting.

          (a) Deferred Amounts. Subject to the conditions and limitations on
payment of benefits under the Plan, a Participant shall always have a fully
vested and nonforfeitable beneficial interest in the balance standing to the
credit of the Participant's Account attributable to Deferred Amounts and any
income, earnings or losses thereon.

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         (b) Company Contributions. Supplemental Matching Contributions and any
income, earnings or losses thereon shall vest at the rate of 25% per year for
each Year of Service with the Company from the date of the contribution.
Discretionary Contributions shall vest as determined by the Committee upon the
grant of a Discretionary Contribution. If a Participant terminates employment
prior to vesting, the unvested Company Contributions and any income, earnings or
losses thereon shall be forfeited. Forfeited amounts shall be used to offset
future contributions by the Company. In the event termination is due to death,
Disability or retirement, the Committee may, in its sole and absolute
discretion, accelerate vesting. Upon the occurrence of a Change of Control, all
Participants shall be deemed to be 100% vested in all Company Contributions
credited to their Account.

          7.6 Account Statements. The Committee shall provide each Participant
with a statement of the status of the Participant's Account under the Plan. The
Committee shall provide such statement quarterly or at such other times as the
Committee may determine. Account statements shall be in the format prescribed by
the Committee.

                                  ARTICLE VIII
                                 ADMINISTRATION

     8.1 Administration. The Plan shall be administered, construed and
interpreted by the Committee. The Committee shall have the sole authority and
discretion to determine eligibility for benefits and to construe the terms of
the Plan. The determinations by the Committee as to any disputed questions
arising under the Plan, including the eligibility to become a Participant in the
Plan and the amounts of benefits under the Plan, and the construction and
interpretation by the Committee of any provision of the Plan, shall be final,
conclusive and binding upon all persons including Participants, their
beneficiaries, the Company, its stockholders and employees and the Employers.

     8.2 Indemnification and Exculpation. The members of the Committee and its
agents shall be indemnified and held harmless by the Company against and from
any and all loss, cost, liability or expense that may be imposed upon or
reasonably incurred by them in connection with or resulting from any claim,
action, suit or proceeding to which they may be a party or in which they may be
involved by reason of any action taken or failure to act under this Plan and
against and from any and all amounts paid by them in settlement (with the
Company's written approval) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding. The foregoing provisions shall not be
applicable to any person if the loss, cost, liability or expense is due to such
person's gross negligence or willful misconduct.

     8.3 Rules of Conduct. The Committee shall adopt rules for the conduct of
its business and the administration of this Plan as it considers desirable,
provided they do not conflict with the provisions of this Plan.

     8.4 Legal, Accounting, Clerical and Other Services. The Committee may
authorize one or more of its members or any agent to act on its behalf and may
contract for legal, accounting, clerical and other services to carry out this
Plan. The Company shall pay all expenses of the Committee.

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<PAGE>


     8.5 Records of Administration. The Committee shall keep or designate
another party to keep records reflecting the administration of this Plan which
shall be subject to audit by the Company.

     8.6 Expenses. The expenses of administering the Plan shall be borne by the
Company.

     8.7 Liability. No member of the Board or of the Committee shall be liable
for any act or action, whether of commission or omission, taken by any other
member, or by any officer, agent, or employee of the Company or of any such
body, nor, except in circumstances involving his bad faith, for anything done or
omitted to be done by himself.

     8.8 Claims Review Procedures. The following claim procedures shall apply
until such time as a Change of Control has occurred. During the 24-month period
following a Change of Control, these procedures shall apply only to the extent
the claimant requests their application. After the expiration of the 24-month
period following a Change of Control, then, these procedures shall again apply
until the occurrence of a subsequent Change of Control.

          (a) Denial of Claim. If a claim for benefits is wholly or partially
denied, the claimant shall be given notice in writing of the denial within a
reasonable time after the receipt of the claim, but not later than 90 days after
the receipt of the claim. However, if special circumstances require an
extension, written notice of the extension shall be furnished to the claimant
before the termination of the 90-day period. In no event shall the extension
exceed a period of 90 days after the expiration of the initial 90-day period.
The notice of the denial shall contain the following information written in a
manner that may be understood by a claimant:

               (i) The specific reasons for the denial;

               (ii) Specific reference to pertinent Plan provisions on which the
denial is based;

               (iii) A description of any additional material or information
necessary for the claimant to perfect his claim and an explanation of why such
material or information is necessary;

               (iv) An explanation that a full and fair review by the Committee
of the denial may be requested by the claimant or his authorized representative
by filing a written request for a review with the Committee within 60 days after
the notice of the denial is received; and

               (v) If a request for review is filed, the claimant or his
authorized representative may review pertinent documents and submit issues and
comments in writing within the 60-day period described in Section 8.8(a)(iv).

          (b) Decisions After Review. The decision of the Committee with
respect to the review of the denial shall be made promptly and in writing, but
not later than 60 days after the Committee receives the request for the review.
However, if special circumstances require an extension of time, a decision shall
be rendered not later than 120 days after the receipt of the

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<PAGE>


request for review. A written notice of the extension shall be furnished to the
claimant prior to the expiration of the initial 60-day period. The claimant
shall be given a copy of the decision, which shall state, in a manner calculated
to be understood by the claimant, the specific reasons for the decision and
specific references to the pertinent Plan provisions on which the decision is
based.

          (c) Other Procedures. Notwithstanding the foregoing, the
Committee may, in its discretion, adopt different procedures for different
claims without being bound by past actions. Any procedures adopted, however,
shall be designed to afford a claimant a full and fair review of his claim and
shall comply with applicable regulations under ERISA.

     8.9 Finality of Determinations; Exhaustion of Remedies. To the extent
permitted by law, decisions reached under the claims procedures set forth in
Section 8.8 shall be final and binding on all parties. No legal action for
benefits under the Plan shall be brought unless and until the claimant has
exhausted his remedies under Section 8.8. In any such legal action, the claimant
may only present evidence and theories which the claimant presented during the
claims procedure. Any claims which the claimant does not in good faith pursue
through the review stage of the procedure shall be treated as having been
irrevocably waived. Judicial review of a claimant's denied claim shall be
limited to a determination of whether the denial was arbitrary, capricious or an
abuse of discretion based on the evidence and theories the claimant presented
during the claims procedure. This Section shall have no application during the
24-month period following a Change of Control as to a claim which is first
asserted or first denied after the Change of Control and, as to such a claim,
the de novo standard of judicial review shall apply. After the expiration of the
24-month period following a Change of Control, then, this Section shall again
apply until the occurrence of a subsequent Change of Control.

     8.10 Effect of Fiduciary Action. The Plan shall be interpreted by the
Committee and all Plan fiduciaries in accordance with the terms of the Plan and
their intended meanings. However, the Committee and all Plan fiduciaries shall
have the discretion to make any findings of fact needed in the administration of
the Plan, and shall have the discretion to interpret or construe ambiguous,
unclear or implied (but omitted) terms in any fashion they deem to be
appropriate in their sole judgment. Except as stated in Section 8.9, the
validity of any such finding of fact, interpretation, construction or decision
shall not be given de novo review if challenged in court, by arbitration or in
any other forum, and shall be upheld unless clearly arbitrary or capricious. To
the extent the Committee or any Plan fiduciary has been granted discretionary
authority under the Plan, the Committee's or Plan fiduciary's prior exercise of
such authority shall not obligate it to exercise its authority in a like fashion
thereafter. If any Plan provision does not accurately reflect its intended
meaning, as demonstrated by consistent interpretations or other evidence of
intent, or as determined by the Committee in it sole and exclusive judgment, the
provision shall be considered ambiguous and shall be interpreted by the
Committee and all Plan fiduciaries in a fashion consistent with its intent, as
determined by the Committee in its sole discretion. The Committee, without the
need for Board's approval, may amend the Plan retroactively to cure any such
ambiguity. This Section may not be invoked by any person to require the Plan to
be interpreted in a manner which is inconsistent with its interpretation by the
Committee or by any Plan fiduciaries. All actions taken and all determinations
made in good faith by the Committee or by Plan fiduciaries shall be final and
binding upon all persons claiming any interest in or under the Plan. This
Section shall not apply

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<PAGE>


to fiduciary or Committee actions or interpretations which take place or are
made during the 24-month period following a Change of Control. After the
expiration of the 24-month period following a Change of Control, then, this
Section shall again apply until the occurrence of a subsequent Change of
Control.

                                   ARTICLE IX
                               GENERAL PROVISIONS

     9.1 Effect on Other Plans. Deferred Amounts shall not be considered as part
of a Participant's compensation for the purpose of any qualified defined
contribution or defined benefit plan maintained by the Company, a Subsidiary or
an Affiliated Entity in the Plan Year in which any deferral occurs under this
Plan, and such amounts will not be considered under the Company's qualified
defined contribution or defined benefit plans in the Plan Year in which payment
occurs. However, such amounts may be taken into account under all other employee
benefit plans maintained by the Company, a Subsidiary or an Affiliated Entity in
the year in which such amounts would have been payable absent the deferral
election; provided, such amounts shall not be taken into account if their
inclusion would jeopardize the tax-qualified status of the plan to which they
relate.

     9.2 Conditions of Employment Not Affected by Plan. The establishment and
maintenance of the Plan shall not be construed as conferring any legal rights
upon any Participant to the continuation of employment with the Company, nor
shall the Plan interfere with the rights of the Company to discharge any
Participant with or without cause.

     9.3 Restrictions on Alienation of Benefits. No right or benefit under this
Plan shall be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign,
pledge, encumber, or charge the same shall be void. No right or benefit
hereunder shall in any manner be liable for or subject to the debts, contracts,
liabilities, or torts of the person entitled to such benefit. If any Participant
or the Participant's Beneficiary under this Plan should become bankrupt or
attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge any
right to a benefit hereunder, then, such right or benefit shall cease and
terminate.

     9.4 Funding. The benefits described in this Plan are obligations of the
Employers to pay compensation for services, and shall constitute a liability to
the Participants and/or their Beneficiaries in accordance with the terms hereof.
All amounts paid under this Plan shall be paid in cash from the general assets
of the Employers and shall be subject to the general creditors of the Company
and the Employer of the Participant. Benefits shall be reflected on the
accounting records of the Employers but shall not be construed to create, or
require the creation of, a trust, custodial or escrow account. No Participant
shall have any right, title or interest whatever in or to any investment
reserves, accounts, funds or assets that the Employer may purchase, establish or
accumulate to aid in providing the benefits described in this Plan. Nothing
contained in this Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust or a fiduciary relationship of any kind
between an Employer or the Company and a Participant or any other person.
Provided, the Company may establish and/or continue the Trust. Neither a
Participant nor the Beneficiary of a Participant shall acquire any interest


                                       13


<PAGE>


hereunder greater than that of an unsecured creditor of the Company, a
Subsidiary or any Affiliated Entity who is the Employer of such Participant.

     9.5 Tax Consequences Not Guaranteed. The Company does not warrant that this
Plan will have any particular tax consequences for Participants or Beneficiaries
and shall not be liable to them if tax consequences they anticipate do not
actually occur. The Company shall have no obligation to indemnify a Participant
or Beneficiary for lost tax benefits (or other damage or loss) in the event the
Plan is amended or terminated as permitted under Section 10.1, accelerated, or
because of change in Plan design or funding; e.g., establishment of a "secular
trust."

     9.6 Construction. Except when otherwise indicated by the context, any
masculine terminology when used in the Plan shall also include the feminine
gender, and the definition of any term in the singular shall also include the
plural.

     9.7 Severability. If any provision of the Plan is held invalid or illegal
for any reason, any illegality or invalidity shall not affect the remaining
provisions of the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had never been contained therein. The Company shall
have the privilege and opportunity to correct and remedy such questions of
illegality or invalidity by amendment.

     9.8 Tax Withholding. The Employer may withhold from a payment or accrued
benefit or from the Participant's other compensation any federal, state, or
local taxes required by law to be withheld with respect to such payment or
accrued benefit and such sums as the Employer may reasonably estimate as
necessary to cover any taxes for which the Employer may be liable and which may
be assessed with regard to Deferred Amounts or payments under this Plan.

     9.9 Articles and Section Titles and Headings. The titles and headings at
the beginning of each Article and Section shall not be considered in construing
the meaning of any provisions in this Plan.

     9.10 Governing Law. This Plan is subject to ERISA, but is exempt from most
parts of ERISA since it is an unfunded deferred compensation plan maintained for
a select group of management or highly compensated employees. In no event shall
any references to ERISA in the Plan be construed to mean that the Plan is
subject to any particular provisions of ERISA. The Plan shall be governed and
construed in accordance with federal law and the laws of the State of Oklahoma,
except to the extent such laws are preempted by ERISA.

                                   ARTICLE X
                            AMENDMENT AND TERMINATION

     10.1 Amendment and Termination. The Committee may amend, modify or
terminate the Plan at any time and in any manner. No amendment may reduce the
then vested Account balance of any Participant. In the event of a termination of
the Plan, no further deferrals shall be made under the Plan. Amounts which are
then payable or which become payable under the terms of the Plan shall be paid
in a lump sum.

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<PAGE>

     10.2 Change of Control. If a Change of Control occurs, the Plan shall
terminate at the time of such event and the Participant Accounts shall be
distributed in a lump sum unless the Committee elects to continue the Plan.

     IN WITNESS WHEREOF, the Company and each Employer have caused this
instrument to be executed by their duly authorized officers in a number of
copies, each of which shall be deemed an original but all of which shall
constitute one and the same instrument, this 3rd day of December, 2002, but
effective as of January 1, 2003.

                                         CHESAPEAKE ENERGY CORPORATION, an
                                         Oklahoma corporation



                                         By: /s/  Martha A. Burger
                                             ----------------------------------
                                             Martha A. Burger, Treasurer and
                                             Senior Vice President - Human
                                             Resources



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