EX-4.2



 Exhibit 4.2 
 [FORM OF SERIES B NOTE] 
 PIEDMONT NATURAL GAS COMPANY, INC. 
 3.57% SERIES B SENIOR NOTE DUE JULY 16, 2027 

 

			
	No. [            ]	  	[Date]
	$[            ]	  	PPN: 720186 F*1

 FOR VALUE RECEIVED, the undersigned,
PIEDMONT NATURAL GAS COMPANY, INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of North Carolina, hereby promises to pay to
[            ], or registered assigns, the principal sum of [            ] DOLLARS (or so much thereof as shall not have
been prepaid) on July 16, 2027, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 3.57% per annum from the date hereof, payable semiannually on the 1st day of June and December in each year and at maturity, commencing
with the June 1 or December 1 next succeeding the date hereof, until the principal hereof shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise), and (b) to the extent permitted by applicable
law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 5.57%, or
(ii) 2% over the rate of interest publicly announced by Bank of America, N.A. from time to time in New York, New York as its “base” or “prime” rate, payable semiannually as aforesaid (or, at the option of the registered
holder hereof, on demand). 
 Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to
be made in lawful money of the United States of America at Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase
Agreement referred to below. 
 This Note is one of a series of Senior Notes (herein called the “Notes”) issued
pursuant to the Note Purchase Agreement, dated as of March 27, 2012 (as from time to time amended, modified, supplemented, restated and/or replaced from time to time, the “Note Purchase Agreement”), between the, Company and the
respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note
Purchase Agreement and (ii) made the representations set forth in Section 6 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the
Note Purchase Agreement. 







 The Company waives all relief from valuation and appraisement laws. 

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer
accompanied by a written instrument of transfer duly executed, by the registered holder hereof, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of
transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 

The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This
Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. 
 If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and
with the effect provided in the Note Purchase Agreement. 
 This Note shall be construed and enforced in accordance with, and
the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such
State. 
  

			
	PIEDMONT NATURAL GAS COMPANY, INC.
		
	By:	 	  

	Name:	 	
	Title: