CHESAPEAKE ENERGY CORPORATION AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER As Amended and Restated September 19, 2005 I. Purpose The purpose of the audit committee is to assist the Board of Directors (the "Board") in overseeing (a) the integrity of the Corporation's financial statements, (b) the Corporation's compliance with legal and regulatory requirements, (c) the independent auditor's qualifications and independence, and (d) the performance of the Corporation's internal auditor and independent auditor. In so doing, it is the responsibility of the audit committee to maintain free and open communication between the directors, the independent auditor and the financial management of the Corporation. The audit committee believes its policies and procedures should remain flexible in order to react more effectively to changing conditions and to ensure that the corporate accounting and reporting practices of the Corporation are in accordance with all requirements and are of the highest quality. Management is responsible for determining that the Corporation's financial statements are complete and accurate and prepared in accordance with generally accepted accounting principles ("GAAP"), and the independent auditor is responsible for auditing the financial statements. In discharging its responsibilities, the Committee is responsible for assisting the Board in overseeing the conduct of these activities by management and the independent auditor. II ...