Chesapeake Energy (CHK)

Item 5.02 Compensatory Arrangements of Certain Officers

On December 14, 2007, the Compensation Committee of the Board of Directors set the annual base salaries of, and awarded cash bonuses to, Chesapeake’s named executive officers, effective January 1, 2008. The base salaries and the cash bonuses, respectively, are as follows: Aubrey K. McClendon $975,000 and $950,000; Marcus C. Rowland $830,000 and $625,000; Steven C. Dixon $830,000 and $625,000; Douglas J. Jacobson $775,000 and $525,000; and J. Mark Lester $750,000 and $500,000.

In addition, on December 14, 2007, the Board of Directors approved an amendment to the existing employment agreement between the Company and Aubrey K. McClendon, the chairman and chief executive officer, and authorized the Company to execute and deliver the Amended and Restated Employment Agreement with Mr. McClendon. In the employment agreement, the requirement for Mr. McClendon to reimburse the Company for 100% of the salaries and bonuses of employees who are primarily engaged in providing support services, other than secretarial or general administrative services, to Mr. McClendon for personal and business activities was amended to require Mr. McClendon to reimburse 100% of the salaries, bonuses, contributions to retirement and deferred compensation plans, un-reimbursed insurance premiums for the benefit of the employee and Chesapeake’s portion of payroll taxes of such employees who provide such services to Mr. McClendon. Additionally, the agreement states that Mr. McClendon will reimburse the company for indirect costs for such employees to be calculated by multiplying the total reimbursable compensation as described above by a percentage determined by the Compensation Committee of the Board of Directors and approved by Mr. McClendon. A copy of the agreement is filed herewith as Exhibit 10.2.1.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:     December 19, 2007

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Item 5.02 Compensatory Arrangements of Certain Officers

On June 8, 2007, the Compensation Committee of the Board of Directors set the annual base salaries of, and awarded cash bonuses to, Chesapeake’s named executive officers, effective July 1, 2007. The base salaries and the cash bonuses, respectively, are as follows: Aubrey K. McClendon $975,000 and $875,000; Marcus C. Rowland $800,000 and $575,000; Steven C. Dixon $800,000 and $575,000; Douglas J. Jacobson $750,000 and $475,000; and J. Mark Lester $740,000 and $465,000.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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