CHESAPEAKE UTILITIES CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.27

CHESAPEAKE UTILITIES CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As amended and restated, effective January 1, 2009)

TABLE OF CONTENTS

CHESAPEAKE UTILITIES CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE I

ESTABLISHMENT AND PURPOSE

(a) The Employer established the Chesapeake Utilities Corporation Executive Excess Retirement Benefit Plan (the “Plan”) effective January 1, 2000. The purpose of the Plan is to provide benefits that would be provided under the Chesapeake Utilities Corporation Pension Plan (the “Pension Plan”) but for certain limitations on the benefits that may be provided under a tax-qualified plan within the meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan consists of the Plan document as set forth herein and any amendments thereto.

(b) The Employer adopted a new retirement program effective January 1, 1999 (the “New Retirement Program”). Under the New Retirement Program, participation in the Pension Plan was frozen as of December 31, 1998. As part of the New Retirement Program, active participants in the Pension Plan as of that date elected, among other things, either to continue accruing benefits under the Pension Plan on and after January 1, 1999, or to cease accruing benefits under the Pension Plan as of December 31, 1998.

(c) Effective December 31, 1998, the benefits under this Plan of an Executive who is described as a “Group A Participant” in Schedule A shall not increase or decrease after December 31, 1998. Effective December 31, 2004, the benefits of an Executive who is described as a “Group B Participant” in Schedule A shall not increase or decrease under this Plan after December 31, 2004.

(d) The purpose of this amendment and restatement of the Plan is to comply with the requirements of Code Section 409A and final regulations and other rulings thereunder, and is effective with respect to the Group B Participants only. Except as otherwise specifically provided herein, Group A Participants and their benefits under the Plan remain subject to the terms of the Plan as in effect on January 1, 2000. For the period from January 1, 2005 when Code Section 409A became effective to January 1, 2009, the Plan has been operated in good faith compliance with such Code Section and applicable transition rules thereunder. As part of this amendment and restatement, the Employer also renames the Plan as the Chesapeake Utilities Corporation Supplemental Executive Retirement Plan.

ARTICLE II

DEFINITIONS

The following words and phrases shall have the following meanings when used in this Plan. In addition, except for the definitions of “Committee,” “Employer,” and “Plan,” which are set forth below, the definitions in Article I of the Pension Plan as in effect on January 1, 2005, shall apply for the purposes of this Plan.

2.1 Beneficiary means a person who is entitled to receive a benefit as a beneficiary (including a contingent beneficiary) or Alternate Payee with respect to an Executive pursuant to the provisions of the Pension Plan.

2.2 Change in Control shall be deemed to occur when and only when the first of the following events occurs:

(a) the registration of the Company’s voting securities under the Securities Exchange Act of 1934, as amended (the “1934 Act”), terminates or the Company shall have fewer than 300 stockholders of record; or

(b) any person or group (within the meaning of Sections 13(d) and 14(d) of the 1934 Act), other than the Company, becomes the beneficial owner (within the meaning of Rule 13d-3 under the 1934 Act) of 30 percent or more of the combined voting power of the Company’s then outstanding voting securities; or

(c) a tender offer or exchange offer, other than an offer by the Company, pursuant to which 30 percent or more of the combined voting power of the Company’s then outstanding voting securities was purchased, expires; or

(d) the stockholders of the Company approve an agreement to merge or consolidate with another corporation (other than a majority-controlled subsidiary of the Company) unless the stockholders of the Company immediately before the merger or consolidation are to own more than 70 percent of the combined voting power of the resulting entity’s voting securities; or

(e) the Company’s stockholders approve an agreement (including, without limitation, a plan of liquidation) to sell or otherwise dispose of all or substantially all of the business or assets of the Company; or

(f) during any period of two consecutive years, individuals who, at the beginning of the period, constituted the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least two-thirds (2/3rds) of the directors then still in office who were directors at the beginning of the period; or

(g) the acquisition of direct or indirect beneficial ownership of more than 15 percent of the Company’s then outstanding voting securities by any person or group is approved over the formal objection of the Company by the Securities and Exchange Commission pursuant to Section 9 of the Public Utility Holding Company Act of 1935, as amended. However, no Change in Control shall be deemed to have occurred with respect to an Executive by reason of any event involving a transaction in which (i) the Executive or a group of persons or entities with which the Executive acts in concert, acquires, directly or indirectly, more than 30 percent of the common stock or the business or assets of the Company, (ii) any event involving or arising out of a proceeding under Title 1l of the United States Code (or the provisions of any future United States bankruptcy law), an assignment for the benefit of creditors or an insolvency proceeding under state or local law, or (iii) any event constituting approval by the Company’s stockholders of a merger or consolidation if a majority of the group consisting of the president and vice presidents of the Company who are parties to agreements conferring rights upon a Change in Control shall have agreed in writing prior to the approval that the approval shall be deemed not to constitute a Change in Control. For purposes of this Section 2.2, “Company” shall mean the Employer or a Related Company.

2.3 Committee means the committee designated in Section 6.1 to administer the Plan.

2.4 Employer means Chesapeake Utilities Corporation and any subsidiary or affiliated corporation of the foregoing that, with the consent of the Board, adopts the Plan; or any corporation with which one or more of the foregoing might be consolidated by merger, by purchase of assets, or by dissolution of a subsidiary corporation, that adopts the Plan; or any corporate successor of one or more of the foregoing that adopts the Plan.

2.5 Excess Benefit means the excess (if any) of an Executive’s or Beneficiary’s Unrestricted Benefit over the Executive’s or Beneficiary’s Maximum Benefit.

2.6 Executive means a person who is entitled to receive a benefit as a Member pursuant to the provisions of the Pension Plan, and who has an Excess Benefit under the Plan. Executives (and Beneficiaries) are further defined as either a Group A Participant or a Group B Participant.

2.7 Maximum Benefit means the benefit payable to an Executive or his Beneficiary during any calendar month by the Pension Plan.

2.8 Pension Plan means the Chesapeake Utilities Corporation Pension Plan, as amended from time to time.

2.9 Plan means the Chesapeake Utilities Corporation Supplemental Executive Retirement Plan, as set forth herein and as amended from time to time.

2.10 Plan Year means the calendar year.

2.11 Related Company means the Employer, any Affiliated Company, and any other employer the majority interest in which is held, directly or indirectly, by the Employer or an Affiliated Company.

2.12 Unrestricted Benefit means the benefit that would be payable to an Executive or his Beneficiary during any calendar month by the Pension Plan in the form elected by the Participant under the Pension Plan if Code Sections 401(a)(17) and 415, and the provisions of the Pension Plan that implement them, did not apply to the Executive and his Beneficiary.

ARTICLE III

PAYMENT OF EXCESS BENEFITS

3.1 Group A Participants . Subject to the provisions of Article IV, an Executive or Beneficiary who is a Group A Participant, shall receive a monthly payment for each month for which the Executive or Beneficiary is entitled to receive a benefit under the Pension Plan, in an amount equal to the Executive’s or Beneficiary’s Excess Benefit.

Notwithstanding the foregoing, if the value of the immediate lump-sum payment that is the Actuarial Equivalent (within the meaning of Section 1.2 of the Pension Plan) of the Executive’s (and his Beneficiary’s) Excess Benefit on the date as of which the Executive’s employment with the Employer and any Affiliated Company terminates does not exceed $3,500, the Committee shall direct that such lump-sum payment be made to the Executive as soon as practicable after that date. Similarly, if the Executive dies before commencing receipt of benefits under the Plan, and the value of the immediate lump-sum payment that is the Actuarial Equivalent (within the meaning of Section 1.2 of the Pension Plan) of his Beneficiary’s Excess Benefit on the date of his death does not exceed $3,500, the Committee shall direct that such lump-sum payment be made to his Beneficiary as soon as practicable after that date.

3.2 Group B Participants . Subject to the provisions of Article IV, an Executive or Beneficiary who is a Group B Participant, shall make an election no later than December 31, 2008, regarding the form and timing of the payment of the Executive’s or Beneficiary’s Excess Benefit. Such election shall be in writing, in a form acceptable to the Committee, and shall specify such information as required by the Committee and shall be irrevocable once made. If a Group B Participant fails to make an election of a time and form of payment, his benefit shall be payable at age 65 (Normal Retirement Age) in the form of a single life annuity for the Group B Participant’s life (the default payment election).

(a) Time of Payment . A Group B Participant may elect to receive his Excess Benefit from the Plan upon: (i) the later of “Separation from Service” (as defined in Treasury Regulations Section 1.409A-1(h)(1) (without the application of any elective changes to such definition) or attainment of age 55 (Early Retirement Age under the Pension Plan); or (ii) upon attainment of Normal Retirement Age (age 65), without regard to whether or not a Separation from Service has yet occurred. Such payment shall be made, or commence to be made, within 90 days of the selected distribution date. If, however, a Group B Participant who is a “specified employee” (as defined in Code Section 409A) elects to receive payment up