Exhibit 10.2.1


             


            
                	
                            
                             

                        	
                            
                            AMENDED AND RESTATED

                        


            


            
                	
                            
                             

                        	
                            
                            EMPLOYMENT AGREEMENT

                        


            


             


            
            THIS AGREEMENT is made effective January 1, 2008, between CHESAPEAKE
            ENERGY CORPORATION, an Oklahoma corporation (the "Company"), and AUBREY K. McCLENDON,
            an individual (the "Executive").


             


            
                	
                            
                             

                        	
                            
                            W I T N E S S E T H:

                        


            


             


            
            WHEREAS, the Company and the Executive entered into that certain
            Employment Agreement dated effective October 1, 2007, (the “Prior
            Agreement”);


            
             


            
            WHEREAS, the Company and the Executive desire to amend and restate the
            Prior Agreement in its entirety to reflect the changes to the employment arrangement
            between the Company and the Executive.


            
             


            
            NOW THERFORE, 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 that might impose similar such fiduciary obligations
            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 the
            objective of 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. During the
                            term of this Agreement the Executive: (a) will serve as Chairman of the
                            Board and Chief Executive Officer for the Company; (b) will be
                            nominated for election or appointed to serve as a director of the
                            Company; (c) will be appointed as an officer of one (1) or more of the
                            Company’s subsidiaries; and (d) may be nominated for election or
                            appointed to serve as a director of one (1) or more of the
                            Company’s subsidiaries. The Executive agrees to 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 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 Chairman of the Board and Chief Executive 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. From
                            time to time, the Company may issue policies and procedures applicable
                            to employees and the Executive including an Employment Policies Manual.
                            The Executive agrees to comply with such policies and procedures,
                            except to the extent such policies are inconsistent with this
                            Agreement. Such policies and procedures may be supplemented, modified,
                            changed or adopted without notice in the sole discretion of the Company
                            at any time. In the event of a conflict between such policies and
                            procedures and this Agreement, this Agreement will control unless
                            compliance with this Agreement will violate any law or regulation
                            applicable to the Company or its affiliated entities.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            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) greater than 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 after
                            the date of this Agreement the price paid by the Executive for such
                            shares; (b) for shares acquired after the date of this Agreement
                            through the exercise of stock options, the grant of restricted stock or
                            the conversion of other securities other than through open market
                            purchases, the fair market value of the common stock on the date the
                            option is exercised, the restricted stock vests, or the stock is
                            acquired through the conversion of another security or the date such
                            stock is otherwise acquired; and (c) for shares acquired prior to the
                            date of this Agreement, the closing price for the Company's stock on
                            the New York Stock Exchange (the "NYSE") on the date of this Agreement
                            adjusted for subsequent stock splits. This paragraph will automatically
                            become null and void without notice or action by either party if the
                            Company’s common stock ceases to be listed on the NYSE, the
                            National Association of Securities

                        


            


            
             


            
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            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.


             


            
            3.          
            Other Activities. Except for the activities
            (the “Permitted Activities”) permitted under paragraphs 3.1, 3.2 and 3.3 of
            this Agreement or approved by the Board of Directors, the Executive will not: (a)
            engage in activities which require such substantial services on the part of the
            Executive that the Executive is unable to perform the duties assigned to the Executive
            in accordance with this Agreement; (b) serve as an officer or director of any publicly
            held entity; or (c) 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. The Executive is not restricted from maintaining or making investments, or
            engaging in other businesses, enterprises or civic, charitable or public service
            functions if such activities, investments, businesses or enterprises do not result in a
            violation of clauses (a) through (c) of this paragraph 3. Notwithstanding the
            foregoing, the Executive will be permitted to participate in the following activities
            and such activities will be deemed to be approved by the Company, if such activities
            are undertaken in strict compliance with this Agreement.


             


            
                	
                            
                             

                        	
                            
                            3.1

                        	
                            
                            Surface Interests and
                            Gifts. The foregoing restriction in clause
                            (c) will not prohibit the ownership of (a) the interests in oil and gas
                            described therein where the Executive acquires, owns or previously
                            owned the surface of the land covered in whole or in part by such
                            interest in oil and gas and the ownership, operation, development or
                            use of the interest in oil and gas is incidental to the ownership of
                            the surface estate or (b) interests or interests in oil and gas
                            received by gift or inheritance. For purposes of this paragraph 3.1:
                            (y) interests in oil and gas means any interest in oil and gas
                            including, without implied limitation, any mineral interest, royalty
                            interest, overriding royalty interest, working interest, net profits
                            interest, production payment or similar interest in the production of
                            oil and gas; and (z) the interests in oil and gas permitted to be owned
                            under this paragraph 3.1 are not required to be acquired simultaneously
                            with the acquisition of the surface estate, but may be acquired at any
                            time the Executive owns the surface estate.

                        


            


             


            
                	
                            
                             

                        	
                            
                            3.2

                        	
                            
                            Existing Interests. The
                            Executive has in the past conducted oil and gas activities
                            individually, through Chesapeake Investments, an Oklahoma Limited
                            Partnership, and through 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

                        


            


            
             


            
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            such activities are conducted with respect to oil and gas leases or
            interests in oil and gas which the Executive or Executive Affiliates (a) owned or had
            the right to acquire as of the date of this Agreement, (b) acquired or held in
            accordance with paragraph 3.1 of this Agreement or (c) acquired from the Company under
            the FWP Program (as hereinafter defined), prior employment agreements or any other
            written agreement between the Executive, the Company or the Company's affiliated
            entities (collectively, the “Prior Interests”). To the extent Prior
            Interests or activities covered by this paragraph 3.2 are operated by the Company, the
            Executive agrees to pay any costs or expenses with respect to the Prior Interests in
            accordance with the terms of the Founder Well Participation Program (the “FWP
            Program”).


            
             


            
                	
                            
                             

                        	
                            
                            3.3

                        	
                            
                            FWP Program. The Executive
                            or the designated Executive Affiliate will be permitted to participate
                            in the FWP Program in accordance with its terms. The parties hereto
                            agree the FWP Program cannot be modified or amended without the prior
                            written consent of the Board of Directors and the Executive.

                        


            


             


            
            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 Nine Hundred
                            Seventy-Five Thousand Dollars ($975,000.00), will be paid to the
                            Executive in equal bi-weekly installments, beginning July 1, 2007
                            during the term of this Agreement.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            4.2

                        	
                            
                            Bonus. In addition to the
                            Base Salary described in paragraph 4.1 of this Agreement, the Company
                            may periodically pay bonus compensation to the Executive. Except as
                            expressly provided in this Agreement, any bonus compensation will be
                            awarded in the absolute discretion of the Company in such amounts and
                            at such times as the Compensation Committee of the Board of Directors
                            of the Company may determine.

                        


            


             


            
                	
                            
                             

                        	
                            
                            4.3

                        	
                            
                            Equity Compensation. 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, restricted stock or other equity related awards from the
                            Company’s various equity compensation plans, subject to the terms
                            and conditions thereof.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            4.4

                        	
                            
                            Benefits. The Company
                            agrees to extend to the Executive retirement benefits, deferred
                            compensation, reimbursement of reasonable expenditures for dues, travel
                            and entertainment and any other benefits the Company provides to other
                            executives or officers from time to time on the same terms as such
                            benefits are provided to such individuals. 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

                        


            


            
             


            
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            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 Company may condition any such benefits
            on the Executive paying any amounts which the Company requires other employees to pay
            with respect to such benefits.


             


            
                	
                            
                             

                        	
                            
                            4.5

                        	
                            
                            Vacation. The Executive
                            will be entitled to take up to five (5) weeks of paid vacation each
                            calendar year during the term of this Agreement. Except as provided in
                            the Company's general employment policies or as otherwise provided in
                            this Agreement, no additional compensation will be paid for failure to
                            take vacation and no vacation may be carried forward from one calendar
                            year to another.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            4.6

                        	
                            
                            Travel. For safety,
                            security and efficiency the Executive will utilize aircraft owned,
                            leased or chartered by the Company for business and personal use and
                            will not be required to reimburse the Company for any cost related to
                            such use. The Executive will: (a) not owe any additional amounts to the
                            Company under this paragraph for guests or family members traveling
                            with the Executive; and (b) pay all personal income taxes accruing as a
                            result of the personal use of the Company’s aircraft by the
                            Executive and the Executive’s immediate family members under this
                            paragraph.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            4.7

                        	
                            
                            Accounting Support. The
                            Executive will be permitted to utilize the Company’s office
                            facilities, computer facilities and personnel to provide accounting
                            services, management services, records maintenance, tax advice, tax
                            return preparation and other business services for the
                            Executive’s (and the Executive’s immediate family
                            members’) personal businesses, investments and activities.
                            Beginning January 1, 2007, the Executive agrees to pay to the Company
                            as a partial reimbursement an amount equal to: (a) direct costs for
                            each Company employee primarily designated to provide services under
                            this paragraph (consisting of cash salaries, cash bonuses,
                            contributions to retirement and deferred compensation plans,
                            un-reimbursed insurance premiums for the benefit of the employee and
                            the employer's portion of payroll taxes) multiplied by the percentage
                            of the time such employee spends providing such services plus (b) as
                            indirect costs the amount for each employee under the foregoing clause
                            (a) multiplied by a percentage determined by the compensation committee
                            of the Board of Directors and approved by the Executive. Such amounts
                            related to the provision of secretarial or general administrative
                            support for the Executive's will not be required to be reimbursed in
                            whole or part under this paragraph.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            4.5

                        	
                            
                            Compensation Review. The
                            compensation of the Executive will be reviewed not less frequently than
                            semi-annually by the Compensation Committee of the Board of Directors
                            of the Company. The compensation of the Executive prescribed in
                            paragraph 4 of this Agreement (including benefits) may be

                        


            


            
             


            
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            increased at the discretion of the Compensation Committee of the Board
            of Directors of the Company, but may not be reduced without the prior written consent
            of the Executive except as expressly provided herein. Notwithstanding the foregoing,
            the Board of Directors may reduce the amounts or awards under paragraph 4.2 or 4.3 of
            this Agreement on a reasonable basis provided such decrease is applicable to all
            executives of the Company and does not result in a proportionately greater reduction in
            the amounts or awards to Executive under such paragraphs as compared to any other
            executive of the Company or any of the Company's subsidiaries.


             


            
            5.          
            Term. In the absence of termination as set
            forth in paragraph 6 below, this Agreement will extend for a term commencing on the
            effective date of this Agreement and ending on December 31, 2012, as extended from time
            to time (the "Expiration Date"). Unless the Company provides at least thirty (30) days
            prior written notice of non-extension to the Executive, on each December 31 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:

                        


            


             


            
                	
                            
                             

                        	
                            
                            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 be entitled to the following: (a) payment of Base
                            Compensation (as hereafter defined) in accordance with the Company's
                            policies during the remaining term of this Agreement, but in any event
                            through the then current Expiration Date; (b) excepting participation
                            in any retirement or deferred compensation plan maintained by the
                            Company, continuation of the benefits provided by operation of
                            paragraphs 4.4, 4.6 and 4.7 of this Agreement at the levels and on the
                            terms provided on the date of termination hereunder, during the
                            remaining term of this Agreement, but in any event through the then
                            current Expiration Date; and (c) a lump sum cash payment for any
                            accrued but unused vacation through the Termination Date in accordance
                            with the Company’s Employment Policies Manual. For purposes of
                            this

                        


            


            
             


            
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            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. Termination compensation under subsection (a) of this paragraph 6.1.1 will be
            paid in accordance with the Company’s then current payroll schedule and any
            benefits will be subject to any conditions or obligations in existence at on 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 written
                            policies and procedures, 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 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 independent and 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 to be attended by the members of the Board of
                            Directors in person 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

                        


            


            
             


            
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            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 the 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 through the date of the CC Termination) in an amount equal
                            to three (3) times the Executive's Base Compensation. 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%.

                        


            


             


            
                	
                            
                             

                        	
                            
                            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 under the Exchange Act) of 30%
            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.


             


            
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            (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 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, 30% 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


            
             


            
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            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 which occur and for which
                            the Executive notifies the Company that the Executive deems such action
                            a CC Termination under this paragraph: (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 non-extension; (c) a required relocation more than 25
                            miles from the Executive’s then current place of employment; (c)
                            a default by the Company under this Agreement; (d) 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 (e) 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, the Executive will be entitled to the compensation provided
                            for in paragraph 6.1.1 of this Agreement with Base Compensation to be
                            reduced by any benefits payable under any disability plans provided to
                            the Executive at the Company's expense.

                        


            


             


            
                	
                            
                             

                        	
                            
                            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 the Company will be obligated to continue for
                            twelve (12) months after the effective date of such termination to: (a)
                            pay the Base Salary payments under paragraph 4.1 of this Agreement; and
                            (b) provide Accounting Support benefits under paragraph 4.7 of this
                            Agreement.

                        


            


             


            
                	
                            
                             

                        	
                            
                            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. 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

                        


            


            
             


            
            -10-


             

            

            

            

            
            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
            that 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 sixty (60) 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.


            
             


            
                	
                            
                             

                        	
                            
                            6.7

                        	
                            
                            Equity Compensation and Non-Qualified Deferred
                            Compensation Plan Provisions. Notwithstanding
                            any provision to the contrary in any option agreement, restricted stock
                            agreement, plan or other agreement relating to equity based
                            compensation or non-qualified deferred compensation benefits, in the
                            event of a termination under paragraph 6.1.1, 6.2 (but only if the
                            Executive is at least 55 years of age on the date of termination under
                            paragraph 6.2), 6.4 or 6.5 of this Agreement: (a) all units, stock
                            options, incentive stock options, supplemental matching contributions,
                            performance shares, stock appreciation rights and restricted stock held
                            by Executive immediately prior to such termination will immediately
                            become 100% vested; and (b) the Executive's right to exercise any
                            previously unexercised options will not terminate until the latest date
                            on which such option would expire but for Executive's termination of
                            employment. To the extent Company is unable to provide for one or both
                            of the foregoing rights the Company will provide in lieu thereof a
                            lump-sum cash payment equal to the difference between the total value
                            of such units, stock options, incentive stock options, supplemental
                            matching contributions, performance shares, stock appreciation rights
                            and shares of restricted stock (the "Equity Compensation Rights") with
                            the foregoing rights as of the date of Executive's termination of
                            employment and the total value of the Equity Compensation without the
                            foregoing rights as of the date of the Executive's termination of
                            employment. The foregoing amounts will be determined by the Board of
                            Directors in good faith after consultation with the Executive based on
                            a valuation performed by an independent consultant selected by the
                            Board of Directors.

                        


            


             


            
            -11-


             

            

            

            

            
            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 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.          
            Non-competition. During the Executive's
            employment hereunder and for the period ending six months after the Executive’s
            termination in accordance with this Agreement, 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, minerals
            interests, oil and gas wells or other such oil and gas exploration, development or
            production activities within any spacing unit in which the Company owns an oil an gas
            interest on the date of the resignation or termination of the Executive; (b) solicit,
            induce, entice or attempt to entice any employee, 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; and (c) circumvent or attempt to circumvent the foregoing agreements by
            any future arrangement or through the actions of a third party. The foregoing will not
            prohibit the activities which are expressly permitted by paragraph 3 of this
            Agreement.


             


            
            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


             


            
            -12-


             

            

            

            

            
            conceived during the Executive's regular working hours or otherwise,
            will be the sole and 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 or 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) that 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.


             


            
            -13-


             

            

            

            

            
                	
                            
                            11.

                        	
                            
                            Miscellaneous. The parties
                            further agree as follows:

                        


            


             


            
                	
                            
                             

                        	
                            
                            11.1

                        	
                            
                            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: Jennifer M. Grigsby


             


            
                	
                            
                             

                        	
                            
                            To the Executive:

                        	
                            
                            Mr. Aubrey K. McClendon

                        


            


            
            6902 Avondale Drive


            
            Oklahoma City, Oklahoma 73116


            
             


            
                	
                            
                             

                        	
                            
                            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

                        


            


            
             


            
            -14-


             

            

            

            

            
            the Company, the performance of this Agreement will be assumed by any
            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.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            11.9

                        	
                            
                            Section 409A Compliance.
                            This Agreement is intended to comply with Section 409A of the Code and
                            will be construed in accordance with such intent. To the extent that
                            any benefit to be paid or granted under this Agreement is subject to
                            Section 409A of the Code, such benefit will be paid or granted in a
                            manner that will comply with Section 409A of the Code (including any
                            Section 409A guidance reasonably acceptable to both parties). Any
                            provision of this Agreement that would cause a benefit to fail to
                            satisfy Section 409A of the Code will have no force or effect until
                            amended to comply with Section 409A of the Code (which amendment may be
                            retroactive to the extent permitted by Section 409A of the
                            Code).

                        


            


             


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


            
             


            
            CHESAPEAKE ENERGY CORPORATION, an


            
            Oklahoma corporation


            
             


            
            By:__________________________________


            
                	
                            
                             

                        	
                            
                            Jennifer M. Grigsby, Senior Vice

                        


            


            
                	
                            
                             

                        	
                            
                            President, Treasurer and Corporate Secretary

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (the "Company")

                        


            


            
             


            
             


            
            -15-


             

            

            

            

            
            By:____________________________________


            
                	
                            
                             

                        	
                            
                            Aubrey K. McClendon, individually

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (the "Executive")

                        


            


             


             


            
            -16-