CHESAPEAKE ENERGY CORPORATION
401 (k) MAKE-UP PLAN

ARTICLE I
Establishment and Purpose

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

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

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

ARTICLE II
Definitions

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

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

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

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

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

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

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

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

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