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                                                                     EXHIBIT 4.8

                           SECOND AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made effective July 1, 2001, between CHESAPEAKE
ENERGY CORPORATION, an Oklahoma corporation (the "Company"), and TOM L. WARD, an
individual (the "Executive").

                                   WITNESSETH:

         WHEREAS, the Company and the Executive entered into that certain
Amended and Restated Employment Agreement dated effective July 1, 1998 as
amended by the First Amendment to Amended and Restated Employment Agreement
dated December 31, 1998 (together the "Prior Agreement");

         WHEREAS, the Company and the Executive desire to amend and restate the
Prior Agreement in its entirety.

         NOW, THEREFORE, in consideration of the mutual promises herein
contained, the Company and the Executive agree as follows:

1. Employment. The Company hereby employs the Executive and the Executive hereby
accepts such employment subject to the terms and conditions contained in this
Agreement. The Executive is engaged as an employee of the Company and the
Executive and the Company do not intend to create a joint venture, partnership
or other relationship which might impose a fiduciary obligation on the Executive
or the Company in the performance of this Agreement.

2. Executive's Duties. The Executive is employed on a full-time basis.
Throughout the term of this Agreement, the Executive will use the Executive's
best efforts and due diligence to assist the Company in achieving the most
profitable operation of the Company and the Company's affiliated entities
consistent with developing and maintaining a quality business operation.

         2.1      Specific Duties. The Executive will serve as President and
                  Chief Operating Officer for the Company. From time to time,
                  the Executive may be appointed as an officer of one (1) or
                  more of the Company's subsidiaries. During the term of this
                  Agreement, the Executive will be nominated for election or
                  appointed to serve as a director of the Company and one (1) or
                  more of the Company's subsidiaries. The Executive will use the
                  Executive's best efforts to perform all of the services
                  required to fully and faithfully execute the offices and
                  positions to which the Executive is appointed and such other
                  services as may be reasonably directed by the board of
                  directors of the Company in accordance with this Agreement.

         2.2      Modifications. The precise duties to be performed by the
                  Executive may be extended or curtailed in the discretion of
                  the board of directors of the
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                  Company. However, except for termination for Cause (as
                  hereinafter defined) under paragraph 6.1.2 of this Agreement,
                  the failure of the Executive to be elected, be reelected or
                  serve as a director of the Company during the term of this
                  Agreement, the removal of the Executive as a member of the
                  board of directors of the Company, the withdrawal of the
                  designation of the Executive as President or Chief Operating
                  Officer of the Company, or the assignment of the performance
                  of duties incumbent on the foregoing offices to other persons
                  without the prior written consent of the Executive will
                  constitute termination without Cause by the Company.

         2.3      Rules and Regulations. The Company currently has an Employment
                  Policies Manual which addresses frequently asked questions
                  regarding the Company. The Executive agrees to comply with the
                  Employment Policies Manual except to the extent inconsistent
                  with this Agreement. The Employment Policies Manual is subject
                  to change without notice in the sole discretion of the Company
                  at any time. In the event of a conflict between the Employment
                  Policies Manual and this Agreement, this Agreement will
                  control over the terms of the Employment Policies Manual.

         2.4      Stock Investment. During the term of this Agreement, the
                  Executive agrees to hold shares of the Company's common stock
                  having an aggregate Investment Value (as hereafter defined)
                  equal to five hundred percent (500%) of the compensation paid
                  to the Executive under paragraphs 4.1 and 4.2 of this
                  Agreement during such calendar year. Any shares of common
                  stock acquired by the Executive prior to the date of this
                  Agreement and still owned by the Executive during the term of
                  this Agreement may be used to satisfy the requirement to own
                  common stock. For purposes of this paragraph, the "Investment
                  Value" of each share of stock will be as follows: (a) for
                  shares purchased in the open market the price paid by the
                  Executive for such shares; (b) for shares acquired through the
                  exercise of stock options, the fair market value of the common
                  stock on the date the option was exercised; (c) for shares
                  acquired after the IPO other than through open market
                  purchases or the exercise of options, the fair market value of
                  the Company's common stock on the date of the acquisition of
                  such common stock; and (d) for shares acquired prior to the
                  Company's initial public offering, the price obtained for
                  stock in the IPO adjusted for subsequent stock splits. This
                  paragraph will become null and void if the Company's common
                  stock ceases to be listed on the New York Stock Exchange, the
                  National Association of Securities Dealers Automated Quotation
                  System or other national exchange. The Company has no
                  obligation to sell or to purchase from the Executive any of
                  the Company's stock in connection with this paragraph 2.4 and
                  has made no representations or warranties regarding the
                  Company's stock, operations or financial condition.




                                      -2-
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3. Other Activities. Except for the activities (the "Permitted Activities")
expressly permitted by paragraphs 3.1 and 3.2 of this Agreement or approved by
the board of directors of the Company, the Executive will not: (a) engage in
business independent of the Executive's employment by the Company which requires
any substantial portion of the Executive's time; (b) serve as an officer or
director of any public corporation, partnership, company, or firm; (c) except
for passive investments that do not violate this Agreement and require a minimal
portion of the Executive's time, serve as a general partner or member of any
corporation, partnership, company or firm; or (d) directly or indirectly invest
in, participate in or acquire an interest in any oil and gas business,
including, without limitation, (i) producing oil and gas, (ii) drilling, owning
or operating oil and gas leases or wells, (iii) providing services or materials
to the oil and gas industry, (iv) marketing or refining oil or gas, or (v)
owning any interest in any corporation, partnership, company or entity which
conducts any of the foregoing activities. The limitations in this paragraph 3
will not prohibit an investment by the Executive in publicly traded securities.
Notwithstanding the foregoing, the Executive will be permitted to participate in
the following activities which will be deemed to be approved by the Company, if
such activities are undertaken in strict compliance with this Agreement.

         3.1      Existing Interests. The Executive has in the past conducted
                  oil and gas activities individually and through TLW
                  Investments Inc., TLW Production Company and other entities
                  owned or controlled by the Executive (collectively, the
                  "Executive Affiliates"). The Executive will be permitted to
                  continue to conduct oil and gas activities (including
                  participation in new wells) directly or through the Executive
                  Affiliates, but only to the extent such activities are
                  conducted on oil and gas leases or interests which the
                  Executive or Executive Affiliates owned or had the right to
                  acquire as of July 1, 2001, or which the Executive or the
                  Executive Affiliates acquired from the Company under this
                  Agreement or prior agreements with the Company (collectively,
                  the "Prior Interests"). To the extent that the oil and gas
                  interests or activities covered by this paragraph 3.1 are
                  operated by the Company the ownership and participation will
                  be subject to the payment and revenue adjustment provisions
                  set forth in this paragraph 3.

         3.2      Company's Activities. The Executive or the designated
                  Executive Affiliate will be permitted to acquire on the terms
                  and conditions set forth herein an interest in the
                  governmental spacing or production unit for each of the wells
                  (the "Program Wells") spudded by any of the Company Entities
                  (as hereafter defined) in any Calendar Quarter (as hereafter
                  defined) during the Participation Term (as hereafter defined).
                  The Program Wells include any well spudded during such
                  Calendar Quarter in which the Company Entities participate as
                  a nonoperator. Program Wells will include grass-roots wells or
                  re-entries of existing wells.

                  3.2.1    Election. On or before the date which is thirty (30)
                           days before the first (1st) day of each Calendar
                           Quarter, the Executive will provide



                                      -3-
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                           notice to the compensation committee of the Company's
                           board of directors of the Executive's intent to
                           participate in Program Wells during the succeeding
                           Calendar Quarter and the minimum percentage working
                           interest which the Executive proposes to participate
                           with during such Calendar Quarter (the "Acquisition
                           Percentage"). The Executive's elected Acquisition
                           Percentage for any Calendar Quarter will not exceed
                           two and one-half percent (2.5%) on an eight-eighths
                           (8/8ths) basis. If prior to the date specified
                           herein, the Executive fails to provide notice of the
                           Executive's intent to participate or of the
                           Acquisition Percentage for a Calendar Quarter, the
                           amount of the Acquisition Percentage for the Calendar
                           Quarter will be deemed to be equal to the Acquisition
                           Percentage for the immediately preceding Calendar
                           Quarter.

                  3.2.2    Amount of Participation. On election to participate
                           and the designation of the Acquisition Percentage for
                           a Calendar Quarter, the Executive will be deemed to
                           have elected to participate in each Program Well
                           spudded during such Calendar Quarter with a working
                           interest equal to the greater of the following
                           determined on a well-by-well basis (the "Minimum
                           Participation"): (a) the Acquisition Percentage for
                           such Program Well (as adjusted for any well under
                           paragraph 3.2.3); or (b) the Prior Interest of the
                           Executive or the Executive Affiliates in the drilling
                           unit for such Program Well. If the foregoing clause
                           (a) is applicable to a Program Well, then the Company
                           will assign or allocate to the Executive or the
                           designated Executive Affiliate a unit working
                           interest in the Program Well sufficient to cause the
                           Executive and the Executive Affiliates' combined
                           interest in such Program Well to equal the
                           Acquisition Percentage (including in such computation
                           any Prior Interests). The interest to be assigned or
                           allocated under this paragraph to cause the
                           Executive's participation to be equal to the
                           Acquisition Percentage will be derived
                           proportionately from all the interests owned by the
                           Company in the Program Wells (including nonconsenting
                           interests, back-in interests, royalty interests,
                           overriding royalty interests or other similar
                           interests) so that the interests assigned or
                           allocated to the Executive are substantially similar
                           to the interests retained by the Company. If the
                           Executive elects not to participate in Program Wells
                           during a Calendar Quarter, then the Executive can
                           elect to participate or not participate with any
                           Prior Interests under the existing agreements related
                           to such Prior Interests.

                  3.2.3    Minor Company Interests. If the combined interests in
                           a specific Program Well to be assigned or allocated
                           by the Company to the Executive and Mr. Aubrey K.
                           McClendon under their respective employment
                           agreements causes the Company's working interest




                                      -4-
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                           (determined after consideration of any carried or
                           reversionary interests) on the spud date for such
                           Program Well to be less than twelve and one-half
                           percent (12.5%) on an eight-eighths (8/8ths) basis,
                           then the Acquisition Percentage for that Program Well
                           will be equal to zero for purposes of paragraph 3.2.2
                           of this Agreement. If this paragraph 3.2.3 prohibits
                           the Executive's participation in a Program Well, then
                           Mr. McClendon will also not be entitled to
                           participate in such Program Well under his employment
                           agreement.

         3.3      Conditions of Participation. The Participation by the
                  Executive in each Program Well will be on no better terms than
                  the terms agreed to by unaffiliated third party participants
                  in connection with the participation in such Program Well or
                  similar wells operated by the Company Entities. The
                  Acquisition Percentage cannot be changed during any Calendar
                  Quarter without the prior approval of the members of the
                  compensation committee of the Company's board of directors.
                  Any participation by the Executive under paragraph 3.2 is also
                  conditioned on the Executive's participation in each Program
                  Well spudded during such Calendar Quarter in an amount equal
                  to the Minimum Participation. The Executive hereby agrees to
                  execute and deliver any documents reasonably requested by the
                  Company and hereby appoints the Company as the Executive's
                  agent and attorney-in-fact to execute and deliver such
                  documents if the Executive fails or refuses to execute such
                  documents. The Executive further agrees to pay all joint
                  interest billings within ninety (90) days after the month of
                  receipt. Any amount not paid within the designated time period
                  will accrue interest at the per annum rate of ten percent
                  (10%).

         3.4      Revenue Timing. The Executive may request an advance (the
                  "Revenue Advance") from the Company up to an amount (the "RA
                  Amount") equal to: (a) the revenue disbursed by the Company to
                  the Executive during the prior six (6) months for all Program
                  Wells and Prior Interests for which the Company disburses
                  revenue to the Executive, divided by (b) six (6). The Revenue
                  Advance will be recalculated at the end of each Calendar
                  Quarter. The Executive agrees to promptly pay any amount by
                  which the Revenue Advance and any amounts advanced to the
                  Executive in connection with revenue from the Executive's oil
                  and gas wells exceed, in the aggregate, the RA Amount
                  calculated under this paragraph 3.4 and any amount not so paid
                  will accrue interest at the per annum rate of ten percent
                  (10%). The Revenue Advance represents oil and gas revenue
                  received by the Company with respect to the Executive's
                  interest in various oil and gas wells for which the Company
                  markets production but has not yet disbursed to the Executive
                  or other participants in such wells and as such will not
                  accrue interest except as provided in this paragraph 3.4.




                                      -5-
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         3.5.     Definitions. For purposes of this Agreement, the term: (a)
                  "Calendar Quarter" means the three (3) month periods
                  commencing on the first (1st) day of January, April, July and
                  October; (b) the term "Company Entities" means the Company,
                  any affiliate or successor to the Company, any entity which
                  controls, subsequently owns or is under common control with
                  the Company and any subsidiary corporation, partnership,
                  limited liability company or other entity owned by, controlled
                  by or under common control with any of the foregoing (whether
                  direct or indirect); and (c) "Participation Term" means the
                  term of this Agreement plus five (5) years after a termination
                  under paragraphs 6.1.1 or 6.3 of this Agreement.

4. Executive's Compensation. The Company agrees to compensate the Executive as
follows:

         4.1      Base Salary. A base salary (the "Base Salary"), in an annual
                  rate of not less than Five Hundred Seventy-Five Thousand
                  Dollars ($575,000.00), will be paid to the Executive in equal
                  semi-monthly installments beginning July 15, 2001 during the
                  term of this Agreement.

         4.2      Bonus. In addition to the Base Salary described at paragraph
                  4.1 of this Agreement, the Company may periodically pay bonus
                  compensation to the Executive. Any bonus compensation will be
                  at the absolute discretion of the Company in such amounts and
                  at such times as the board of directors of the Company may
                  determine.

         4.3      Stock Options. In addition to the compensation set forth in
                  paragraphs 4.1 and 4.2 of this Agreement, the Executive may
                  periodically receive grants of stock options from the
                  Company's various stock option plans, subject to the terms and
                  conditions thereof.

         4.4      Benefits. The Company will provide the Executive such
                  retirement benefits, reimbursement of reasonable expenditures
                  for dues, travel and entertainment and other benefits on terms
                  customarily provided by the Company from time to time. The
                  Company will also provide the Executive the opportunity to
                  apply for coverage under the Company's medical, life and
                  disability plans, if any. If the Executive is accepted for
                  coverage under such plans, the Company will provide such
                  coverage on the same terms as is customarily provided by the
                  Company to the plan participants as modified from time to
                  time. The following specific benefits will also be provided to
                  the Executive at the expense of the Company:

                  4.4.1    Vacation. The Executive will be entitled to take up
                           to four (4) weeks of paid vacation each calendar year
                           during the term of this Agreement. No additional
                           compensation will be paid for failure to take




                                      -6-
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                           vacation and no vacation may be carried forward from
                           one calendar year to another.

                  4.4.2    Membership Dues. The Company will reimburse the
                           Executive for: (a) the monthly dues necessary to
                           maintain a full membership in (1) golf and/or country
                           club in the Oklahoma City area selected by the
                           Executive; and (b) the reasonable cost of any
                           qualified business entertainment at such country
                           club. All other costs, including, without implied
                           limitation, any initiation costs, initial membership
                           costs, personal use and business entertainment
                           unrelated to the Company will be the sole obligation
                           of the Executive and the Company will have no
                           liability with respect to such amounts.

                  4.4.3    Allowances. The Executive will receive a monthly cash
                           allowance in the amount of Two Thousand Dollars
                           ($2,000.00) to defer a portion of the Executive's
                           cost of acquiring, operating and maintaining an
                           automobile for use in the Executive's employment.
                           Additionally, the Executive will be entitled to
                           utilize any aircraft owned or leased by the Company
                           (whether in whole or in part) for personal use and
                           will not be required to reimburse the Company for any
                           cost related to such use or pay any cost or charge
                           with respect to such use except for variable costs of
                           such use in excess of the aircraft allowance. For
                           purposes of this Agreement the variable cost of using
                           the Company's aircraft means the variable costs
                           directly identifiable with each use (including fuel,
                           pilot charges, landing fees, hourly charges under
                           co-ownership arrangements and other such costs) but
                           specifically excluding any fixed costs of the
                           aircraft (including acquisition costs and
                           depreciation). The aircraft allowance will be equal
                           to $6,250 of the variable cost of using the Company's
                           aircraft for each month during the term of this
                           Agreement. If the Executive's unreimbursed variable
                           costs attributable to the Executive's use of the
                           Company's aircraft during any twenty-four month
                           period exceeds the aircraft allowance for that
                           period, the Executive will be required to reimburse
                           the Company for such excess.

                  4.4.4    Accounting Support. The Executive will be permitted
                           to utilize the Company's office space, computer
                           facilities and the equivalent of one (1) full-time
                           accounting employee of the Company to maintain books
                           and records for the Executive and the Executive's
                           Permitted Activities. The Executive will not be
                           required to pay any amount to the Company in
                           connection with such accounting services.

         4.5      Gross-Up Payment. In the event it is determined that any
                  payment or distribution by the Company or the Company Entities
                  to or for the benefit of the Executive (whether paid or
                  payable or distributed or distributable



                                      -7-
<PAGE>

                  pursuant to the terms of this Agreement or otherwise, but
                  determined without regard to any additional payments required
                  under this paragraph 4.5) (a "Payment") is subject to the
                  excise tax imposed by Section 4999 of the Internal Revenue
                  Code (the "Code") or any interest or penalties related to such
                  excise tax (collectively, the "Excise Tax"), the Executive
                  will be entitled to receive an additional payment (a "Gross-Up
                  Payment") from the Company. The Gross-Up Payment will be equal
                  to the amount, such that after payment by the Executive of all
                  taxes (including the Excise Tax, income taxes, interest and
                  penalties imposed with respect to such taxes) on the Gross-Up
                  Payment, the Executive will retain an amount of the Gross-Up
                  Payment equal to the Excise Tax imposed on the Payment.

                  4.5.1    Determination. Subject to the provisions of paragraph
                           4.5.2 all determinations required to be made under
                           this paragraph 4.5 (including whether and when a
                           Gross-Up Payment is required, the amount of such
                           Gross-Up Payment and the assumptions to be utilized)
                           will be made by a nationally recognized certified
                           public accounting firm designated by the Executive
                           (the "Accounting Firm"). The Accounting Firm will
                           provide detailed supporting calculations both to the
                           Company and the Executive within fifteen (15)
                           business days of the receipt of notice from the
                           Executive that there has been a Payment, or such
                           earlier time as is reasonably requested by the
                           Company. In the event that the Accounting Firm is
                           serving as accountant or auditor for the individual,
                           entity or group effecting a Change of Control (as
                           hereinafter defined), the Executive will be entitled
                           to appoint another nationally recognized accounting
                           firm to make the determinations required under this
                           paragraph (which accounting firm will then be
                           referred to as the Accounting Firm hereunder). All
                           fees and expenses of the Accounting Firm will be paid
                           by the Company. Any Gross-Up Payment required to be
                           paid under this paragraph 4.5 will be paid by the
                           Company to the Executive within five (5) days of the
                           receipt of the Accounting Firm's determination. Any
                           determination by the Accounting Firm will be binding
                           on the Company and the Executive. As a result of the
                           uncertainty in the application of Section 4999 of the
                           Code at the time of the initial determination by the
                           Accounting Firm, the Gross-Up Payment made by the
                           Company may be less than actually required (an
                           "Underpayment") consistent with the calculations
                           required to be made hereunder. In the event that the
                           Company exhausts its remedies pursuant to paragraph
                           4.5.2 below and the Executive thereafter is required
                           to make a payment of any Excise Tax, the Accounting
                           Firm will determine the amount of the Underpayment
                           that has occurred and any such Underpayment will be
                           promptly paid by the Company to or for the benefit of
                           the Executive.




                                      -8-
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                  4.5.2    Contest of Claims. The Executive will notify the
                           Company in writing of any claim by the Internal
                           Revenue Service that, if successful, would require
                           the payment by the Company of a Gross-Up Payment.
                           Such notification will be given as soon as
                           practicable but no later than ten (10) business days
                           after the Executive is informed in writing of such
                           claim and will apprise the Company of the nature of
                           such claim and the date on which such claim is
                           requested to be paid. The Executive will not pay such
                           claim prior to the expiration of the thirty (30) day
                           period following the date on which the Executive
                           notifies the Company (or such shorter period ending
                           on the date that any payment of taxes with respect to
                           such claim is due). If the Company notifies the
                           Executive in writing prior to the expiration of such
                           thirty (30) day period that the Company desires to
                           contest such claim, the Executive will: (a) provide
                           to the Company any information reasonably requested
                           by the Company relating to such claim; (b) take such
                           action in connection with contesting such claim as
                           the Company reasonably requests in writing including,
                           without limitation, accepting legal representation
                           with respect to such claim by an attorney reasonably
                           selected by the Company; (c) cooperate with the
                           Company in good faith as necessary to effectively
                           contest such claim; and (d) permit the Company to
                           participate in any proceedings relating to such
                           claim. The Company will bear and pay directly all
                           costs and expenses (including additional interest and
                           penalties) incurred in connection with the contest of
                           the claim and agrees to indemnify and hold the
                           Executive harmless, on an after-tax basis, for any
                           Excise Tax or income tax (including interest and
                           penalties with respect thereto) imposed as a result
                           of such protest (including payment of costs and
                           expenses as provided hereunder). Without limitation
                           on the foregoing provisions, the Company will control
                           all proceedings related to such contested claim, may
                           at its sole option pursue or forgo any and all
                           administrative appeals, proceedings, hearings and
                           conferences with the taxing authority in respect of
                           such claim and may at its sole option either direct
                           the Executive to pay the tax claimed and sue for a
                           refund or contest the claim in any permissible
                           manner. The Executive agrees to prosecute such
                           contest to a determination before any administrative
                           tribunal, in a court of initial jurisdiction and in
                           one or more appellate courts, as the Company
                           reasonably determines. If the Company directs the
                           Executive to pay a claim and sue for a refund, the
                           Company will be required to advance the amount of
                           such payment to the Executive on an interest-free
                           basis and agrees to indemnify and hold the Executive
                           harmless, on an after-tax basis, from any Excise Tax
                           or income tax (including interest or penalties with
                           respect thereto) imposed with respect to such advance
                           or with respect to any imputed income with respect to
                           such advance, provided that any extension of the
                           statute of limitations relating to payment of taxes
                           for the taxable



                                      -9-
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                           year of the Executive with respect to which such
                           contested amount is claimed to be due is limited
                           solely to such contested amount. Furthermore, the
                           Company's control of the contested claim will be
                           limited to issues with respect to which a Gross-Up
                           Payment would be payable hereunder and the Executive
                           will be entitled to settle or contest, as the case
                           may be, any other issue raised by the Internal
                           Revenue Service or any other taxing authority.

                  4.5.3    Refunds. If, after the receipt by the Executive of an
                           amount advanced by the Company pursuant to paragraph
                           4.5.2, the Executive becomes entitled to receive any
                           refund with respect to such claim the Executive will
                           (subject to the Company's complying with the
                           requirements of paragraph 4.5.2) promptly pay to the
                           Company the amount of such refund (together with any
                           interest paid or credited thereon after taxes
                           applicable thereto). If, after the receipt by the
                           Executive of an amount advanced by the Company
                           pursuant to paragraph 4.5.2, a determination is made
                           that the Executive will not be entitled to any refund
                           with respect to such claim and the Company does not
                           notify the Executive in writing of its intent to
                           contest such denial of refund prior to the expiration
                           of (30) days after such determination, then the
                           advance will be forgiven and will not be required to
                           be repaid and the amount of such advance will offset,
                           to the extent thereof, the amount of Gross-Up Payment
                           required to be paid.

         4.6      Compensation Review. The compensation of the Executive will be
                  reviewed not less frequently than annually by the board of
                  directors of the Company. The compensation of the Executive
                  prescribed in paragraph 4 of this Agreement (including
                  benefits) may be increased at the discretion of the Company,
                  but may not be reduced without the prior written consent of
                  the Executive.

5. Term. In the absence of termination as set forth in paragraph 6 below, this
Agreement will extend for a term of five (5) years commencing on July 1, 2001,
and ending on June 30, 2006 (the "Expiration Date") as extended from time to
time. Unless the Company provides thirty (30) days prior written notice of
nonextension to the Executive, on each June 30 during the term of this
Agreement, the term and the Expiration Date will be automatically extended for
one (1) additional year so that the remaining term on this Agreement will be not
less than four (4) and not more than five (5) years.

6. Termination. This Agreement will continue in effect until the expiration of
the term set forth in paragraph 5 of this Agreement unless earlier terminated
pursuant to this paragraph 6.

         6.1      Termination by Company. The Company will have the following
                  rights to terminate this Agreement:




                                      -10-
<PAGE>

                  6.1.1    Termination without Cause. The Company may terminate
                           this Agreement without Cause at any time by the
                           service of written notice of termination to the
                           Executive specifying an effective date of such
                           termination not sooner than ninety (90) business days
                           after the date of such notice (the "Termination
                           Date"). In the event the Executive is terminated
                           without Cause (other than a CC Termination under
                           paragraph 6.3 of this Agreement), the Executive will
                           receive as termination compensation: (a) Base
                           Compensation (as hereafter defined) during the
                           remaining term of this Agreement, but in any event
                           through the Expiration Date; (b) any benefits
                           provided by operation of paragraph 4.4 of this
                           Agreement during the remaining term of this
                           Agreement, but in any event through the Expiration
                           Date (including, without implied limitation, suitable
                           office space, secretarial and accounting support at
                           the levels presently provided by the Company to the
                           Executive); and (c) any vacation pay accrued through
                           the Termination Date. For purposes of this Agreement
                           the term "Base Compensation" means the Executive's
                           current Base Salary under paragraph 4.1 on the
                           Termination Date plus the bonus compensation received
                           by the Executive during the twelve (12) month period
                           preceding the Termination Date.

                  6.1.2    Termination for Cause. The Company may terminate this
                           Agreement for Cause. For purposes of this Agreement,
                           "Cause" means: (a) the willful and continued failure
                           of the Executive to perform substantially the
                           Executive's duties with the Company or one of the
                           Company Entities (other than a failure resulting from
                           incapacity due to physical or mental illness), after
                           a written demand for substantial performance is
                           delivered to the Executive by the board of directors
                           which specifically identifies the manner in which the
                           board of directors believes that the Executive has
                           not substantially performed the Executive's duties;
                           or (b) the willful engaging by the Executive in
                           illegal conduct, gross misconduct or a clearly
                           established violation of the Company's code of
                           conduct, in each case which is materially and
                           demonstrably injurious to the Company. For purposes
                           of this provision, an act or failure to act, on the
                           part of the Executive, will not be considered
                           "willful" unless it is done, or omitted to be done,
                           by the Executive in bad faith or without reasonable
                           belief that the Executive's action or omission was in
                           the best interests of the Company. Any act, or
                           failure to act, based on authority given pursuant to
                           a resolution duly adopted by the board of directors
                           or based on the advice of counsel for the Company
                           will be conclusively presumed to be done, or omitted
                           to be done, by the Executive in good faith and in the
                           best interests of the Company. In the event this
                           Agreement is terminated for Cause, the Company will
                           not have any obligation to provide any further
                           payments or benefits to the Executive after the
                           effective date of such



                                      -11-
<PAGE>

                           termination. This Agreement will not be deemed to
                           have terminated for Cause unless a written
                           determination specifying the reasons for such
                           termination is made, approved by a majority of the
                           disinterested members of the board of directors of
                           the Company and delivered to the Executive.
                           Thereafter, the Executive will have the right for a
                           period of thirty (30) days to request a board of
                           directors meeting to be held at a mutually agreeable
                           time and location within the following thirty (30)
                           days, at which meeting the Executive will have an
                           opportunity to be heard. Failing such determination
                           and opportunity for hearing, any termination of this
                           Agreement will be deemed to have occurred without
                           Cause.

         6.2      Termination by Executive. The Executive may voluntarily
                  terminate this Agreement with or without Cause by the service
                  of written notice of such termination to the Company
                  specifying an effective date of such termination ninety (90)
                  days after the date of such notice, during which time
                  Executive may use remaining accrued vacation days, or at the
                  Company's option, be paid for such days. In the event this
                  Agreement is terminated by the Executive, neither the Company
                  nor the Executive will have any further obligations hereunder
                  including, without limitation, any obligation of the Company
                  to provide any further payments or benefits to the Executive
                  after the effective date of such termination.

         6.3      Termination After Change in Control. If during the term of
                  this Agreement there is a "Change of Control" and within three
                  (3) years thereafter there is a CC Termination (as hereafter
                  defined), then the Executive will be entitled to a severance
                  payment (in addition to any other rights and other amounts
                  payable to the Executive under this Agreement or otherwise) in
                  an amount equal to the sum of the following: (a) five (5)
                  times the Executive's Base Compensation; plus (b) five (5)
                  times the value of any benefits provided by operation of
                  paragraph 4.4 of this Agreement during the preceding twelve
                  (12) months; plus (c) any applicable Gross-Up Payment. If the
                  foregoing amount is not paid within ten (10) days after the CC
                  Termination, the unpaid amount will bear interest at the per
                  annum rate of 12%. In addition, for a period of twelve (12)
                  months after a CC Termination, the Company will provide at no
                  cost to the Executive suitable office space and secretarial
                  and accounting support at the levels presently provided by the
                  Company.

                  6.3.1    Change of Control. For the purpose of this Agreement,
                           a "Change of Control" means the occurrence of any of
                           the following:

                           (a) The acquisition by any individual, entity or
                           group (within the meaning of Section 13(d)(3) or
                           14(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



                                      -12-
<PAGE>

                           under the Exchange Act) of 20% or more of either (i)
                           the then outstanding shares of common stock of the
                           Company (the "Outstanding Company Common Stock") or
                           (ii) 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 (a) the following
                           acquisitions by a Person will not constitute a Change
                           of Control: (i) any acquisition directly from the
                           Company; (ii) any acquisition by the Company; (iii)
                           any acquisition by any employee benefit plan (or
                           related trust) sponsored or maintained by the Company
                           or any corporation controlled by the Company; or (iv)
                           any acquisition by any corporation pursuant to a
                           transaction which complies with clauses (i), (ii) and
                           (iii) of paragraph (c) of this paragraph 6.3.1.

                           (b) 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.

                           (c) 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: (i) 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 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



                                      -13-
<PAGE>

                           and Outstanding Company Voting Securities, as the
                           case may be, (ii) 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 (iii) 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.

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

                  6.3.2    CC Termination. The term "CC Termination" means any
                           of the following: (a) this Agreement expires in
                           accordance with its terms; (b) this Agreement is not
                           extended under paragraph 5 of this Agreement and the
                           Executive resigns within one (1) year after such
                           nonextension; (c) the Executive is terminated by the
                           Company other than under paragraphs 6.1.2, 6.4 or 6.5
                           based on adequate grounds; (d) the Executive resigns
                           as a result of a change in the Executive's duties or
                           title, a reduction in the Executive's then current
                           compensation, a required relocation more than 25
                           miles from the Executive's then current place of
                           employment or a default by the Company under this
                           Agreement; (e) the failure by the Company after a
                           Change of Control to obtain the assumption of this
                           Agreement, without limitation or reduction, by any
                           successor to the Company or any parent corporation of
                           the Company; or (f) after a Change of Control has
                           occurred, the Executive agrees to remain employed by
                           the Company for a period of three (3) months to
                           assist in the transition and thereafter resigns.

         6.4      Incapacity of Executive. If the Executive suffers from a
                  physical or mental condition which in the reasonable judgment
                  of the Company's board of directors prevents the Executive in
                  whole or in part from performing the duties specified herein
                  for a period of four (4) consecutive months, the Executive may
                  be terminated. Although the termination will be deemed as a
                  termination with Cause, any compensation payable under
                  paragraph 4 of this Agreement will be continued through the
                  remaining term of this Agreement, but in any event through the
                  Expiration Date. Notwithstanding the foregoing, the
                  Executive's Base Salary specified in paragraph 4.1 of this




                                      -14-
<PAGE>

                  Agreement will be reduced by any benefits payable under any
                  disability plans provided by the Company under paragraph 4.4
                  of this Agreement.

         6.5      Death of Executive. If the Executive dies during the term of
                  this Agreement, the Company may thereafter terminate this
                  Agreement without compensation to the Executive's estate
                  except: (a) the obligation to continue the Base Salary
                  payments under paragraph 4.1 of this Agreement for twelve (12)
                  months after the effective date of such termination, and (b)
                  the benefits described in paragraph 4.4 of this Agreement
                  accrued through the effective date of such termination.

         6.6      Effect of Termination. The termination of this Agreement will
                  terminate all obligations of the Executive to render services
                  on behalf of the Company, provided that the Executive will
                  maintain the confidentiality of all information acquired by
                  the Executive during the term of his employment in accordance
                  with paragraph 7 of this Agreement. In the event of a
                  termination under paragraphs 6.1.1 or 6.3 of this Agreement,
                  the Executive's right to participate in Program Wells will
                  continue in accordance with paragraph 3 of this Agreement
                  through the Expiration Date as extended under this Agreement.
                  Except as otherwise provided in this paragraph 6, no accrued
                  bonus, severance pay or other form of compensation will be
                  payable by the Company to the Executive by reason of the
                  termination of this Agreement. In the event that payments are
                  required to be made by the Company under this paragraph 6, the
                  Executive will not be required to seek other employment as a
                  means of mitigating the Company's obligations hereunder
                  resulting from termination of the Executive's employment and
                  the Company's obligations hereunder (including payment of
                  severance benefits) will not be terminated, reduced or
                  modified as a result of the Executive's earnings from other
                  employment or self-employment. All keys, entry cards, credit
                  cards, files, records, financial information, furniture,
                  furnishings, equipment, supplies and other items relating to
                  the Company will remain the property of the Company. The
                  Executive will have the right to retain and remove all
                  personal property and effects which are owned by the Executive
                  and located in the offices of the Company. All such personal
                  items will be removed from such offices no later than ten (10)
                  days after the effective date of termination, and the Company
                  is hereby authorized to discard any items remaining and to
                  reassign the Executive's office space after such date. Prior
                  to the effective date of termination, the Executive will
                  cooperate with the Company to provide for the orderly
                  termination of the Executive's employment.

7. Confidentiality. The Executive recognizes that the nature of the Executive's
services are such that the Executive will have access to information which
constitutes trade secrets, is of a confidential nature, is of great value to the
Company or is the foundation on which the business of the Company is predicated.
The Executive agrees not to disclose to any person other than the Company's
employees or the Company's legal counsel nor use for



                                      -15-
<PAGE>

any purpose, other than the performance of this Agreement, any confidential
information ("Confidential Information"). Confidential Information includes data
or material (regardless of form) which is: (a) a trade secret; (b) provided,
disclosed or delivered to Executive by the Company, any officer, director,
employee, agent, attorney, accountant, consultant, or other person or entity
employed by the Company in any capacity, any customer, borrower or business
associate of the Company or any public authority having jurisdiction over the
Company of any business activity conducted by the Company; or (c) produced,
developed, obtained or prepared by or on behalf of Executive or the Company
(whether or not such information was developed in the performance of this
Agreement) with respect to the Company or any assets oil and gas prospects,
business activities, officers, directors, employees, borrowers or customers of
the foregoing. However, Confidential Information will not include any
information, data or material which at the time of disclosure or use was
generally available to the public other than by a breach of this Agreement, was
available to the party to whom disclosed on a non-confidential basis by
disclosure or access provided by the Company or a third party, or was otherwise
developed or obtained independently by the person to whom disclosed without a
breach of this Agreement. On request by the Company, the Company will be
entitled to a copy of any Confidential Information in the possession of the
Executive. The Executive also agrees that the provisions of this paragraph 7
will survive the termination, expiration or cancellation of this Agreement for a
period of one (1) year. The Executive will deliver to the Company all originals
and copies of the documents or materials containing Confidential Information.
For purposes of paragraphs 7, 8, and 9 of this Agreement, the Company expressly
includes any of the Company Entities.

8. Noncompetition. For a period of twelve (12) months after Executive is no
longer employed by the Company as a result of either the resignation by the
Executive pursuant to paragraph 6.2 above or termination for Cause pursuant to
paragraph 6.1.2 above, the Executive will not: (a) acquire, attempt to acquire
or aid another in the acquisition or attempted acquisition of an interest in oil
and gas assets, oil and gas production, oil and gas leases, mineral interests,
oil and gas wells or other such oil and gas exploration, development or
production activities within two (2) miles of any operations or ownership
interests of the Company or its subsidiary corporations, partnerships or
entities (but excluding operations or ownership interests acquired by the
Company from a successor entity through a Change of Control as described in
paragraph 6.3); and (b) solicit, induce, entice or attempt to entice any
employee (except the Executive's personal secretary and accountant), contractor,
customer, vendor or subcontractor to terminate or breach any relationship with
the Company or the Company's affiliates for the Executive's own account or for
the benefit of another party. The Executive further agrees that the Executive
will not circumvent or attempt to circumvent the foregoing agreements by any
future arrangement or through the actions of a third party.

9. Proprietary Matters. The Executive expressly understands and agrees that any
and all improvements, inventions, discoveries, processes or know-how that are
generated or conceived by the Executive during the term of this Agreement,
whether generated or conceived during the Executive's regular working hours or
otherwise, will be the sole and



                                      -16-
<PAGE>

exclusive property of the Company. Whenever requested by the Company (either
during the term of this Agreement or thereafter), the Executive will assign or
execute any and all applications, assignments and or other instruments and do
all things which the Company deems necessary or appropriate in order to permit
the Company to: (a) assign and convey or otherwise make available to the Company
the sole and exclusive right, title, and interest in and to said improvements,
inventions, discoveries, processes, know-how, applications, patents, copyrights,
trade names or trademarks; or (b) apply for, obtain, maintain, enforce and
defend patents, copyrights, trade names, or trademarks of the United States or
of foreign countries for said improvements, inventions, discoveries, processes
or know-how. However, the improvements, inventions, discoveries, processes or
know-how generated or conceived by the Executive and referred to above (except
as they may be included in the patents, copyrights or registered trade names or
trademarks of the Company, or corporations, partnerships or other entities which
may be affiliated with the Company) will not be exclusive property of the
Company at any time after having been disclosed or revealed or have otherwise
become available to the public or to a third party on a non-confidential basis
other than by a breach of this Agreement, or after they have been independently
developed or discussed without a breach of this Agreement by a third party who
has no obligation to the Company the Company Entities.

10. Arbitration. The parties will attempt to promptly resolve any dispute or
controversy arising out of or relating to this Agreement or termination of the
Executive by the Company. Any negotiations pursuant to this paragraph 10 are
confidential and will be treated as compromise and settlement negotiations for
all purposes. If the parties are unable to reach a settlement amicably, the
dispute will be submitted to binding arbitration before a single arbitrator in
accordance with the Employment Dispute Resolution Rules of the American
Arbitration Association. The arbitrator will be instructed and empowered to take
reasonable steps to expedite the arbitration and the arbitrator's judgment will
be final and binding upon the parties subject solely to challenge on the grounds
of fraud or gross misconduct. Except for damages arising out of a breach of
paragraphs 6, 7, 8 or 9 of this Agreement, the arbitrator is not empowered to
award total damages (including compensatory damages) which exceed 300% of
compensatory damages and each party hereby irrevocably waives any damages in
excess of that amount. The arbitration will be held in Oklahoma County,
Oklahoma. Judgment upon any verdict in arbitration may be entered in any court
of competent jurisdiction and the parties hereby consent to the jurisdiction of,
and proper venue in, the federal and state courts located in Oklahoma County,
Oklahoma. The Company will pay the costs and expenses of the arbitration
including, without implied limitation, the fees for the arbitrators. Unless
otherwise expressly set forth in this Agreement, the procedures specified in
this paragraph 10 will be the sole and exclusive procedures for the resolution
of disputes and controversies between the parties arising out of or relating to
this Agreement. Notwithstanding the foregoing, a party may seek a preliminary
injunction or other provisional judicial relief if in such party's judgment such
action is necessary to avoid irreparable damage or to preserve the status quo.

11. Miscellaneous. The parties further agree as follows:




                                      -17-
<PAGE>

         11.1.1   Time. Time is of the essence of each provision of this
                  Agreement.

         11.2     Notices. Any notice, payment, demand or communication required
                  or permitted to be given by any provision of this Agreement
                  will be in writing and will be deemed to have been given when
                  delivered personally or by telefacsimile to the party
                  designated to receive such notice, or on the date following
                  the day sent by overnight courier, or on the third (3rd)
                  business day after the same is sent by certified mail, postage
                  and charges prepaid, directed to the following address or to
                  such other or additional addresses as any party might
                  designate by written notice to the other party:

                  To the Company:   Chesapeake Energy Corporation
                                    Post Office Box 18496
                                    Oklahoma City, OK 73154-0496
                                    Attn: Aubrey K. McClendon

                  To the Executive: Mr. Tom L. Ward
                                    19200 North Rockwell Avenue
                                    Edmond, Oklahoma 73003-9200

         11.3     Assignment. Neither this Agreement nor any of the parties'
                  rights or obligations hereunder can be transferred or assigned
                  without the prior written consent of the other parties to this
                  Agreement.

         11.4     Construction. If any provision of this Agreement or the
                  application thereof to any person or circumstances is
                  determined, to any extent, to be invalid or unenforceable, the
                  remainder of this Agreement, or the application of such
                  provision to persons or circumstances other than those as to
                  which the same is held invalid or unenforceable, will not be
                  affected thereby, and each term and provision of this
                  Agreement will be valid and enforceable to the fullest extent
                  permitted by law. This Agreement is intended to be
                  interpreted, construed and enforced in accordance with the
                  laws of the State of Oklahoma.

         11.5     Entire Agreement. Except as provided in paragraph 2.3 of this
                  Agreement, this Agreement constitutes the entire agreement
                  between the parties hereto with respect to the subject matter
                  herein contained, and no modification hereof will be effective
                  unless made by a supplemental written agreement executed by
                  all of the parties hereto.

         11.6     Binding Effect. This Agreement will be binding on the parties
                  and their respective successors, legal representatives and
                  permitted assigns. In the event of a merger, consolidation,
                  combination, dissolution or liquidation of the Company, the
                  performance of this Agreement will be assumed by any



                                      -18-
<PAGE>

                  entity which succeeds to or is transferred the business of the
                  Company as a result thereof.

         11.7     Attorneys' Fees. If any party institutes an action, proceeding
                  or arbitration against any other party relating to the
                  provisions of this Agreement or any default hereunder, the
                  Company will be responsible for paying the Company's legal
                  fees and expenses and the Company will be required to
                  reimburse the Executive for reasonable expenses and legal fees
                  incurred by the Executive in connection with the resolution of
                  such action or proceeding, including any costs of appeal.

         11.8     Supercession. This Agreement is the final, complete and
                  exclusive expression of the agreement between the Company and
                  the Executive and supersedes and replaces in all respects any
                  prior employment agreements (including the Prior Agreement).
                  On execution of this Agreement by the Company and the
                  Executive, the relationship between the Company and the
                  Executive after the effective date of this Agreement will be
                  governed by the terms of this Agreement and not by any other
                  agreements, oral or otherwise.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective the date first above written.

                                        CHESAPEAKE ENERGY CORPORATION, an
                                        Oklahoma corporation


                                        By
                                          --------------------------------------
                                           Aubrey K. McClendon, Chief Executive
                                        Officer

                                        (the "Company")



                                        ----------------------------------------
                                        Tom L. Ward, individually

                                        (the "Executive")




                                      -19-