EX-10.1








Piedmont Natural Gas Company, Inc.




Supplemental Executive Benefit Plan




(Amended and Restated as of November 1, 2004)






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Piedmont Natural Gas Company, Inc.

Supplemental Executive Benefit Plan

(Amended and Restated as of November 1, 2004)




Table of Contents




Page




	 	 	 
	Article I NAME AND PURPOSE

	 
	 	 
	1.1

1.2

	 	Name

Purpose







	 	 	 
	Article II CONSTRUCTION, DEFINITIONS AND APPLICABLE LAW

	 
	 	 
	2.1

2.2

	 	Construction and Definitions

Applicable Law







	 	 	 
	Article III PARTICIPATION

	 
	 	 
	3.1

3.2

	 	General

Eligibility







	 	 	 
	Article IV BENEFITS

4.1

4.2

4.3

4.4

	 	

Insurance Benefit

Tax Gross-Up

Supplemental Retirement Benefit

Disability







	 	 	 
	Article V ADMINISTRATION

	 
	 	 
	5.1

	 	Committee







	 	 	 
	Article VI AMENDMENT AND TERMINATION

	 
	 	 
	6.1

6.2

6.3

6.4

	 	Amendment of Plan

Termination of Plan

Effective Date and Procedure for Amendment or Termination

Effect of Amendment or Termination on Certain Benefits







	 	 	 
	Article VII MISCELLANEOUS

	 
	 	 
	7.1

7.2

7.3

	 	Spendthrift Clause

Benefits Payable From General Assets of the Company

Benefits Limited to the Plan







	 	 	 
	Article VIII CLAIMS PROCEDURE

	 
	 	 
	8.1

	 	Claims Procedure.







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Piedmont Natural Gas Company, Inc.

Supplemental Executive Benefit Plan

(Amended and Restated as of November 1, 2004)




ARTICLE I




NAME AND PURPOSE




1.1 Name. The Plan shall be known as the “Piedmont Natural Gas Company, Inc.
Supplemental Executive Benefit Plan.”



1.2 Purpose. The purpose of the Plan is to provide certain Key Employees of the
Company who are designated as Participants in this Plan with certain benefits in accordance with
the provisions of the Plan. It is the intention of the Company that the Plan be an unfunded
arrangement for the purpose of providing life insurance and retirement income benefits for a select
group of management or highly compensated employees for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”).



ARTICLE II




CONSTRUCTION, DEFINITIONS AND APPLICABLE LAW





2.1 Construction and Definitions.




(a) Construction.




(1) Headings. Article, section and paragraph headings have been inserted for
convenience of reference only in the Plan and are to be ignored in any construction of the
provisions hereof. If any provision of the Plan shall for any reason be invalid or
unenforceable, the remaining provisions shall nevertheless be valid, enforceable and fully
effective.




(2) Section 409A Savings Clause. If any provision or provisions of Section 4.3
would cause any amount to be includible in gross income of a Participant eligible for a
Supplemental Retirement Benefit prior to the first day of the Benefit Period or subject such
Participant to penalties or interest under Section 409A of the Internal Revenue Code of
1986, as amended, such provision or provisions shall be interpreted or modified to the
extent necessary so that no such amount will be included in such Participant’s gross income
prior to the first day of the Benefit Period and no such penalties and interest will be
incurred.



(b) Definitions. Whenever used in the Plan, unless the context clearly indicates
otherwise, the following terms shall have the following meanings:




(1) Benefit Period means the period during which any Supplemental Retirement
Benefit is payable, beginning as of the first day of the seventh (7th) month
following the Participant’s Retirement and continuing for the number of months specified in
the applicable Participation Agreement; provided, however, that the Benefit Period shall not
extend beyond the date of the Participant’s death.




(2) Claim means a claim for benefits under the Plan.


(3) Claimant means a person making a Claim.




(4) Company means Piedmont Natural Gas Company, Inc. and any successors or
assigns.




(5) Compensation Committee or Committee means the Compensation Committee of the
Board of Directors of the Company.




(6) Disability means, with respect to a Participant, “Disability” as defined in
the Company’s Long Term Disability Plan.




(7) Insurance Benefit means the Company’s payment of premiums on a Policy owned
by a Participant pursuant to a Participation Agreement as described in Section 4.1.




(8) Key Employee means a person employed by the Company who is a member of a
select group of management or highly compensated employees.




(9) Participant means a Key Employee who has been designated a Participant in
the Plan as provided in Section 3.2.




(10) Participation Agreement means the agreement entered into between a
Participant and the Company describing the Plan Benefits to which the Participant is
entitled. A Participant may enter into separate Participation Agreements with respect to
the Participant’s Insurance Benefit and, if applicable, the Participant’s Supplemental
Retirement Benefit.




(11) Plan means the Piedmont Natural Gas Company, Inc. Supplemental Executive
Benefit Plan, as amended from time to time.




(12) Plan Benefit means, with respect to a Participant, the Participant’s
Insurance Benefit and, if applicable, the Participant’s Supplemental Retirement Benefit.




(13) Policy means a life insurance policy issued by an insurance carrier
selected by the Company insuring the life of a Participant and owned by the Participant.
The initial face amount of the death benefit of each Participant’s Policy shall be
identified in the applicable Participation Agreement.




(14) Retirement means, with respect to a Participant, such Participant’s
termination of employment with the Company after having attained age sixty-five (65), or any
other age specified in the Participant’s applicable Participation Agreement.




(15) Supplemental Retirement Benefit means the monthly retirement benefits, if
any, payable to a Participant pursuant to a Participation Agreement as described in Section
4.3.



2.2 Applicable Law. The Plan shall be construed, administered, regulated and governed
in all respects under and by the laws of the United States to the extent applicable, and to the
extent such laws are not applicable, by the laws of the State of North Carolina.



ARTICLE III




PARTICIPATION




3.1 General. No person shall become a Participant unless or until such person is or
becomes a Key Employee.



3.2 Eligibility. The Compensation Committee, in its sole and exclusive discretion,
shall determine which Key Employees shall become Participants. Designation of Key Employees as
Participants shall be made in such manner as the Compensation Committee shall determine from time
to time.



ARTICLE IV




BENEFITS




4.1 Insurance Benefit. The Insurance Benefit of a Participant shall consist of a
Policy on the life of the Participant, which Policy shall be owned by the Participant. While a
Participant remains employed with the Company, the Company shall pay to the applicable insurance
carrier each premium on the Policy as the premium becomes due and payable; provided, however, that
the Company, in its sole and exclusive discretion, may modify, suspend or terminate any such
premium payments on a prospective basis with advance written notice to the affected Participant.
Attached hereto as Exhibit A is a listing of the amount of the death benefit and target
retirement income intended to be provided by Policies for Participants occupying those officer
positions set forth on Exhibit A. The initial face amount of the death benefit and the
target retirement income of the Policy for each Participant shall also be specified in the
Participant’s Participation Agreement. Although each Policy is intended to provide the stated
death benefit and the stated level of target retirement income, there is no guarantee provided to
any Participant that the Policy will actually provide such stated death benefit or the target
retirement income. As owner of the Policy, the Participant shall have the right to name the
beneficiary of any death benefits that may become payable under the Policy and to otherwise
exercise all rights of ownership of the Policy.



4.2 Tax Gross-Up. Any payment of premiums on a Policy by the Company shall be treated
by the Company as taxable compensation to the Participant. The Company shall provide the
Participant at least annually a tax “gross up”, determined by the Company in its sole and exclusive
discretion, related to the payment of income taxes and payroll taxes attributable to such premium
payments.



4.3 Supplemental Retirement Benefit. In the event that the Company determines a
Policy will not adequately provide for the intended target retirement income specified in the
applicable Participation Agreement, the Company, in its sole and exclusive discretion, may
determine to provide the Participant with a Supplemental Retirement Benefit, stated as an annual
benefit paid in accordance with the Company’s normal payroll practice in effect from time to time
during the Benefit Period. The amount and other terms and provisions of any such Supplemental
Retirement Benefit shall be specified in the applicable Participation Agreement with the
Participant. If the Participant’s employment with the Company terminates prior to eligibility for
Retirement, no portion of the Supplemental Retirement Benefit shall be payable to the Participant.
In addition, payment of a Participant’s Supplemental Retirement Benefit shall cease upon the
Participant’s death.



4.4 Disability. In the event the Participant is determined to have a Disability, the
Company shall continue to pay the premiums on the Policy as described in Section 4.1 as long as the
Disability continues. Upon attainment of age sixty-five (65) while having a Disability, the
Participant shall be entitled to receive such Participant’s Supplemental Retirement Benefit, if
any. If the Participant recovers from the Disability before attainment of age sixty-five (65) and
fails to return to active employment with the Company, the Company shall cease payment of the
premiums on the Policy and no portion of the Supplemental Retirement Benefit shall be payable to
the Participant.



ARTICLE V




ADMINISTRATION




5.1 Committee. The Plan shall be administered by the Compensation Committee. The
Committee shall be empowered to interpret the provisions of the Plan and to perform and exercise
all of the duties and powers granted to it under the terms of the Plan. The Committee may adopt
such rules and regulations for the administration of the Plan as are consistent with the terms
hereof and shall keep adequate records of its proceedings and acts. All interpretations and
decisions made (both as to law and fact) and other action taken by the Committee with respect to
the Plan shall be conclusive and binding upon all parties having or claiming to have an interest
under the Plan. Not in limitation of the foregoing, the Committee shall have the discretion to
decide any factual or interpretative issues that may arise in connection with its administration of
the Plan (including without limitation any determination as to claims for benefits hereunder), and
the Committee’s exercise of such discretion shall be conclusive and binding on all affected parties
as long as it is not arbitrary or capricious. The Committee may delegate any of its duties and
powers hereunder to the extent permitted by applicable law.



ARTICLE VI




AMENDMENT AND TERMINATION




6.1 Amendment of Plan. Subject to the provisions of Section 6.4, the Company
expressly reserves the right, at any time and from time to time, to amend in whole or in part any
of the terms and provisions of the Plan for whatever reason(s) the Company may deem appropriate.



6.2 Termination of Plan. Subject to the provisions of Section 6.4, the Company
expressly reserves the right, at any time and for whatever reason(s) the Company may deem
appropriate, to terminate the Plan.



6.3 Effective Date and Procedure for Amendment or Termination. Subject to the
provisions of Section 6.4, any amendment to the Plan or termination of the Plan may be retroactive
to the extent not prohibited by applicable law. Any amendment to the Plan or termination of the
Plan shall be made by the Company by resolution of the Compensation Committee and shall not require
the approval or consent of any Participant in order to be effective.



6.4 Effect of Amendment or Termination on Certain Benefits. No amendment or
termination of the Plan may reduce or eliminate the Supplemental Retirement Benefit, if any,
payable under the Plan (without regard to such amendment or termination) to any Participant who has
commenced receiving a Supplemental Retirement Benefit under the Plan prior to the amendment or
termination date and is alive on the amendment or termination date.



ARTICLE VII




MISCELLANEOUS




7.1 Spendthrift Clause. A Participant’s rights and interests under the Plan may not
be assigned or transferred by the Participant. In that regard, no part of any amounts credited or
payable hereunder shall, prior to actual payment, (i) be subject to seizure, attachment,
garnishment or sequestration for the payment of debts, judgments, alimony or separate maintenance
owned by the Participant or any other person, (ii) be transferable by operation of law in the event
of the Participant’s or any person’s bankruptcy or insolvency or (iii) be transferable to a spouse
as a result of a property settlement or otherwise. Notwithstanding the foregoing, the Company
shall have the right to offset from a Participant’s unpaid Supplemental Retirement Benefits (if
applicable) any amounts due and owing from the Participant to the extent permitted by law.



7.2 Benefits Payable From General Assets of the Company. Any Supplemental Retirement
Benefits shall be payable from the general assets of the Company. No assets of the Company shall
be segregated or placed in trust pursuant to the Plan in a manner which would put such asset beyond
the reach of the general creditors of the Company, and the rights of any Participant to receive any
benefits hereunder shall be no greater than the right of any general, unsecured creditor of the
Company. Nothing contained in the Plan shall create or be construed as creating a trust of any
kind or any other fiduciary relationship between the Company and a Participant.



7.3 Benefits Limited to the Plan. Participation in the Plan shall not give a
Participant any right to be retained in the employ of the Company nor, upon dismissal, any right or
interest in the Plan except as expressly provided herein.



7.4 Withholding of Taxes. The Company may withhold from a payment made to or on
behalf of a Participant any federal, state, city or other taxes as the Company is required to
withhold pursuant to any law or government regulation or ruling.



ARTICLE VIII




CLAIMS PROCEDURE





8.1 Claims Procedure.



(a) General. In the event that a Claimant has a Claim under the Plan, such Claim
shall be made by the Claimant’s filing a notice thereof with the Vice President of Human Resources
of the Company within ninety (90) days after such Claimant first has knowledge of such Claim. Each
Claimant who has submitted a Claim to the Vice President of Human Resources shall be afforded a
reasonable opportunity to state such Claimant’s position and to present evidence and other material
relevant to the Claim to the Vice President of Human Resources for consideration in rendering a
decision with respect thereto. The Vice President of Human Resources shall render a decision in
writing within ninety (90) days after the Claim is referred to him (or one hundred eighty (180)
days if the Vice President of Human Resources determines that an extension is necessary due to
special circumstances), and a copy of such written decision shall be furnished to the Claimant.



(b) Notice of Decision of the Vice President of Human Resources. Each Claimant whose
Claim has been denied by the Vice President of Human Resources shall be provided written notice
thereof, which notice shall set forth:




(1) the specific reason(s) for the denial;




(2) specific reference to pertinent provision(s) of the Plan upon which such denial is
based;




(3) a description of any additional material or information necessary for the Claimant
to perfect such Claim and an explanation of why such material or information is necessary;
and




(4) an explanation of the procedure hereunder for review of such Claim and the time
limits applicable to such procedures, including a statement of the Claimant’s right to bring
a civil action under ERISA Section 502(a) following an adverse benefit determination on
final review;



all in a manner calculated to be understood by such Claimant.



(c) Review of Decision of the Vice President of Human Resources. Each such Claimant
shall be afforded a reasonable opportunity for a full and fair review of the decision of the Vice
President of Human Resources denying the Claim. Such review shall be by the Compensation
Committee. Such appeal shall be made within ninety (90) days after the Claimant received the
written decision of the Vice President of Human Resources and shall be made by the written request
of the Claimant or such Claimant’s duly authorized representative of the Compensation Committee.
In the event of appeal, the Claimant or such Claimant’s duly authorized representative may review
pertinent documents and submit issues and comments in writing to the Compensation Committee. The
Compensation Committee shall review the following:




(1) the initial proceedings of the Vice President of Human Resources with respect to
such Claim;




(2) such issues and comments as were submitted in writing by the Claimant or the
Claimant’s duly authorized representative; and




(3) such other material and information as the Compensation Committee, in its sole
discretion, deems advisable for a full and fair review of the decision of the Vice President
of Human Resources.



The Compensation Committee may approve, disapprove or modify the decision of the Vice President of
Human Resources, in whole or in part, or may take such other action with respect to such appeal as
it deems appropriate. The decision of the Compensation Committee with respect to such appeal shall
be made promptly, and in no event later than sixty (60) days after receipt of such appeal, unless
special circumstances require an extension of such time within which to render such decision, in
which event such decision shall be rendered as soon as possible and in no event later than one
hundred twenty (120) days following receipt of such appeal. The decision of the Compensation
Committee shall be in writing and in a manner calculated to be understood by the Claimant, and
shall include specific reasons for such decision and set forth specific references to the pertinent
provisions of the Plan upon which such decision is based, include a statement that the Claimant is
entitled to receive, upon request and free of charge, reasonable access to and copies of all
documents, records, and other information relevant to the Claim, and a statement of the Claimant’s
right to bring an action under ERISA Section 502(a) after the decision upon final review. The
Claimant shall be furnished a copy of the written decision of the Compensation Committee. Such
decision shall be final and conclusive upon all persons interested therein, except to the extent
otherwise provided by applicable law.



IN WITNESS WHEREOF, this Instrument is executed by the duly authorized officer of PIEDMONT
NATURAL GAS COMPANY, INC. on December 10, 2004, effective as of November 1, 2004.




PIEDMONT NATURAL GAS COMPANY, INC.




By: /s/ Richard A. Linville



3



Piedmont Natural Gas Company, Inc.

Supplemental Executive Benefit Plan




(Amended and Restated as of November 1, 2004)




Exhibit A




	 	 	 	 	 	 	 	 	 
	Officer
	 	Death Benefit            	 	Target Retirement Income
	 	 	 	 	 
	Chief Executive Officer
	 	$	1,750,000	 	 	$	100,000	 
	 
	 	 	 	 	 	 	 	 
	Senior Vice President
	 	$	1,250,000	 	 	$	67,500	 
	 
	 	 	 	 	 	 	 	 
	Vice President
	 	$	750,000	 	 	$	37,500	 
	 
	 	 	 	 	 	 	 	 








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