Summary of CHESAPEAKE ENERGY CORP

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 7, 2013, V. Burns Hargis, a member of the Board of Directors (the "Board") of Chesapeake Energy Corporation (the "Company") and the chairman of the Board's Audit Committee, tendered a letter of resignation from the Board, which was accepted by the Board. There was no disagreement between Mr. Hargis and the Company on any matter relating to the Company's operations, policies or practices.

Also on March 7, 2013, the Board appointed Louis A. Raspino to the Board to fill the vacancy created by the resignation of Mr. Hargis, and appointed him to serve as chairman of the Audit Committee. The Company is aware of no arrangement or understanding between Mr. Raspino and any other person pursuant to which he was appointed as a director. Mr. Raspino has no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.

Mr. Raspino will receive compensation that is commensurate with that received by the Company's other non-employee directors, although his annual cash retainer and restricted stock grants will be pro rated to reflect his term of service in 2013. For their service on the Board, the Company's non-employee directors receive total annual compensation of approximately $350,000, comprised of a $100,000 annual cash retainer and annual restricted stock awards with an aggregate grant date fair value of approximately $250,000. Directors are reimbursed for travel and other expenses directly related to their service as directors. In addition, each newly appointed director is awarded 10,000 shares of the Company's common stock, which may be unrestricted. For his service as chairman of the Audit Committee, Mr. Raspino will receive an additional annual restricted stock award with a grant date fair value of approximately $25,000. Restricted stock awards vest 25% immediately upon award and 25% on the grant date anniversary in each of the three years following the date of award. Unvested shares of restricted stock vest on the date of a non-employee director's termination of service as a director, unless the director is removed for cause. Non-employee directors are eligible to defer any or all of their annual retainers through the Chesapeake Energy Corporation Deferred Compensation Plan for Non-Employee Directors (the "DCP") on a tax-deferred basis. Deferrals into the DCP are not matched or subsidized by the Company nor are they eligible for above-market or preferential earnings.

The Company has also entered into a standard indemnity agreement with Mr. Raspino, a form of which was filed with the SEC on June 27, 2012 as Exhibit 10.3 to the Company's Current Report on Form 8-K. Pursuant to this agreement, subject to the exceptions and limitations provided therein, the Company will indemnify Mr. Raspino for obligations he may incur in his capacity as a director, as authorized by the Company's restated certificate of incorporation.