CHESAPEAKE ENERGY CORPORATION 401(k) MAKE-UP PLAN

Table of Contents              

ARTICLE I ESTABLISHMENT AND PURPOSE

1.1 Establishment.

1.2 Purpose.

1.3 ERISA Status.

ARTICLE II DEFINITIONS

2.1 Definitions.

ARTICLE III ELIGIBILITY AND PARTICIPATION

ARTICLE IV ELECTIVE DEFERRALS

4.1 Deferrals.

4.2 Timing of Deferral Election.

ARTICLE V COMPANY CONTRIBUTIONS

5.1 Purpose.

5.2 Eligibility for Supplemental Matching Contributions.

5.3 Calculation of Supplemental Matching Contributions.

5.4 Discretionary Contributions.

ARTICLE VI PAYMENT OF BENEFITS

6.1 Payment Upon Termination or Disability.

6.2 Payment to Beneficiary.

6.3 Beneficiary Designations.

6.4 Changes in Payment Date.

ARTICLE VII ACCOUNTS AND INVESTMENT

7.1 Establishment of Account.

7.2 Balance of Account.

7.3 Investment Direction- Deferred Amounts..

7.4 Investment of Company Contributions.

7.5 Vesting.

7.6 Account Statements.

ARTICLE VIII ADMINISTRATION

8.1 Administration.

8.2 Indemnification and Exculpation.

8.3 Rules of Conduct.

8.4 Legal, Accounting, Clerical and Other Services.

8.5 Records of Administration.

8.6 Expenses.

8.7 Liability.

8.8 Claims Review Procedures.

8.9 Finality of Determinations; Exhaustion of Remedies.

8.10 Effect of Fiduciary Action.

ARTICLE IX GENERAL PROVISIONS

9.1 Effect on Other Plans.

9.2 Conditions of Employment Not Affected by Plan.

9.3 Restrictions on Alienation of Benefits.

9.4 Funding.

9.5 Tax Consequences Not Guaranteed.

9.6 Construction.

9.7 Sever ability.

9.8 Tax Withholding

9.9 Articles and Section Titles and Headings.

9.10 Governing Law.

ARTICLE X AMENDMENT AND TERMINATION

10.1 Amendment and Termination.

10.2 Change of Control.

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