**First Amendment to the Chesapeake Utilities Corporation Deferred Compensation Plan****Background Information**A. The Plan was amended and restated effective as of January 1, 2009, to comply with therequirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).From and after January 1, 2005 through December 31, 2008, the Plan was subject to and operatedin accordance with a good faith interpretation of Code Section 409A, including the use of anyapplicable transition rules in effect during such period.B. The Internal Revenue Service, in Notice 2010-6, provided guidance regarding document draftingfailures and ambiguities that may be corrected or clarified without adverse tax implications.C. Chesapeake Utilities Corporation, as the Plan’s sponsor, desires to make certain clarifyingamendments to the Plan to ensure its interpretation and operation continue in accordance withthe requirements of Code Section 409A, as permitted by Section IV of Notice 2010-6.**Amendment**Chesapeake Utilities Corporation hereby amends the Plan as set forth below, effective as ofJanuary 1, 2009:1. Subsection (a) of Section 3.03 of the Plan, “Form and Time of Payment,” is hereby revised toread as follows in order to reflect within the Plan document the administrative practice setforth in Plan election forms of offering Participants the option of electing that payment bemade in a single lump sum or in annual installments over a period of either five or ten years:“General. Except as provided in Sections 5.03, 5.04, 5.05 and 5.06, an amountdeferred under this Section 3 shall be paid, or commence to be paid, in a lump sum or inannual installments over a period of five or ten years as of the Valuation Date coincidentwith or next following Separation from Service or the date elected by the Participant. AParticipant may elect a different form or time of payment for his deferrals for each PlanYear, but may not divide his deferrals for a single Plan Year among different forms or timesof payment. If, however, a Participant who is an Eligible Employee elects to receivepayment upon Separation from Service, no amount shall be distributed earlier than six monthsafter the Valuation Date coincident with or next following the Participant’s Separation fromService. Such six month delay shall not apply to a distribution made to a Participant whois a Director. A Participant may elect to receive his distribution as of the earlier orlater of two dates (including Separation from Service), to the extent permitted by CodeSection 409A. In the event a Participant fails to make a payment election, the default formof payment shall be a lump sum and the default timeof payment shall be six months after the Valuation Date coincident with or next followingthe Participant’s Separation from Service. Elections regarding the time and form of paymentmust be made by or before the election filing deadlines under Section 3.02.”
 
 

 
2. Subsection (c) of Section 5.02 of the Plan, “Installment Payments,” is hereby revised to readas follows in order to reflect the fact that Participants make separate payment elections foreach year’s deferrals, if any, and that only a portion of any Plan subaccount may be payablein accordance with an installment payment election:“Installment Payments. If the Participant receives installment payments, the amountof the first installment shall be equal to the value of the portion of the Participant’sDeferred Cash Subaccount payable in installments, plus the value of the portion of theParticipant’s DSU Subaccount (determined in accordance with Section 4.05(b)) payable ininstallments, determined as of the Valuation Date as of which the installment paymentscommence (the “applicable Valuation Date”) pursuant to Section 5.02(a), divided by five (iffive installments are elected) or ten (if ten installments are elected). The amount of eachsucceeding installment shall be equal to the value of the portion of the Participant’sDeferred Cash Subaccount payable in installments and the value of the portion of theParticipant’s DSU Subaccount (determined in accordance with Section 4.05(b)) payable ininstallments on the next succeeding anniversary of the applicable Valuation Date, divided bythe remaining number of installments to be paid. The payment medium of each installmentpayment shall be determined in accordance with Section 5.02(b).”3. Subsection (b) of Section 5.03 of the Plan, “Time of Payment,” is hereby revised to read asfollows in order to reflect the fact that payment must be made no more than 90 days after thedate of death:“Time of Payment. A distribution pursuant to this Section 5.03 shall be paid to theParticipant’s Beneficiary within 30 days after the Valuation Date that is coincident with ornext follows the date of the Participant’s death, together with any additional informationor documentation that the Committee determines to be necessary or appropriate before itmakes the distribution. Notwithstanding the foregoing, in no event will payment be mademore than 90 days after the date of the Participant’s death.”4. Section 5.05 of the Plan, “Disability,” is hereby revised to read as follows in order toreflect the fact that payment must be made no more than 90 days after the date a Disabilityoccurs:“Disability. Notwithstanding any election made pursuant to Sections 3.02 and 3.03,upon the Participant’s becoming Disabled, the Participant shall be eligible to receivepayment of the amounts credited to his Account commencing as soon as practicable but no morethan 90 days after the Committee has determined the Participant is Disabled. Benefitspayable in accordance with this provision shall be payable in a lump sum to the Participantequal to the remaining balance of the Participant’s Account.”
 
 

 
5. Section 8.01 of the Plan, “By the Compensation Committee,” is hereby amended by the additionof the following sentence at the end thereof: “The suspension or termination of the Planshall not accelerate the obligation to make payments to any person not otherwise currentlyentitled to payments under the Plan, unless specifically determined by the CompensationCommittee and permitted by applicable law, including but not limited to Code Section 409A.”6. Section 9.04 of the Plan, “Required Information,” is hereby amended by the addition of thefollowing sentence at the end thereof: “Notwithstanding the foregoing, the failure to provideany requested information or proof shall not delay any payment under the Plan, unlessspecifically permitted by applicable law, including but not limited to Code Section 409A.”      **CHESAPEAKE UTILITIES CORPORATION**