exv10w1






Exhibit 10.1




AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT




     THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT dated as of June 4, 2010, by and between PIEDMONT
NATURAL GAS COMPANY, INC., a North Carolina corporation (the “Corporation”), and, THOMAS E. SKAINS,
(the “Officer”).



W I T N E S S E T H:




     WHEREAS, the Corporation and Officer entered into an Employment Agreement as of December 1,
1999; and



     WHEREAS, the parties wish to amend the Employment Agreement to reflect changes in the Internal
Revenue Code that affect the taxation of certain amounts or benefits payable or distributable under
the Employment Agreement;



     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
parties hereby agree as follows:



     1. A new Section 9 shall be added as follows:




     9. Code Section 409A.




     (a) Delay of Certain Payments. Notwithstanding anything in this Agreement to
the contrary, if any amount or benefit that the Company determines would constitute
non-exempt “deferred compensation” for purposes of Section 409A of the Internal Revenue Code
of 1986 (the “Code”) would otherwise be payable or distributable under this Agreement by
reason of the Officer’s termination of employment, then to the extent necessary to comply
with Code Section 409A:




     (i) if the payment or distribution is payable in a lump sum, the Officer’s right to
receive payment or distribution of such non-exempt deferred compensation will be delayed
until the earlier of the Officer’s death or the seventh month following the Officer’s
termination of employment; and




     (ii) if the payment or distribution is payable over time, the amount of such non-exempt
deferred compensation that would otherwise be payable during the six (6) month period
immediately following the Officer’s termination of employment will be accumulated and the
Officer’s right to receive payment or distribution of such accumulated amount will be
delayed until the earlier of the Officer’s death or the seventh month following the
Officer’s termination of employment and paid on the earlier of such dates, without interest,
and the normal payment or distribution schedule for any remaining payments or distributions
will commence.




     (b) Expense Reimbursements. To the extent any expense reimbursement or in-kind
benefit to which the Officer is or may be entitled to receive under this Agreement
constitutes non-exempt “deferred compensation” for purposes of Section 409A of the



 









 






Code, then (i) such reimbursement shall be paid to the Officer as soon as administratively
practicable after the Officer submits a valid claim for reimbursement, but in no event later
than the last day of the Officer’s taxable year following the taxable year in which the
expense was incurred, (ii) the amount of expenses eligible for reimbursement, or in-kind
benefits provided, during any taxable year of the Officer shall not affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of
the Officer, and (iii) the Officer’s right to reimbursement or in-kind benefits shall not be
subject to liquidation or exchange for another benefit.



     2. Previous Sections 9, 10 and 11 shall be renumbered Sections 10, 11 and 12.



     3. Except as expressly modified herein, all terms and provisions of the Employment Agreement
remain in full force and effect.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
hereinabove written.



	 	 	 	 	 	 	 	 	 

	 	 	 	 	CORPORATION:
	 
	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	Piedmont Natural Gas Company, Inc.
	 
	 	 	 	 	 	 	 	 
	/s/ J. T. Mayo
 


	 	 	 	 	 	 	 	 
	Secretary

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Frank B. Holding, Jr.
 

	 	 
	 

	 	 	 	 	 	Frank B. Holding, Jr.	 	 
	 

	 	 	 	 	 	Compensation Committee Chair	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	OFFICER:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Thomas E. Skains
 

	 	 
	 

	 	 	 	 	 	Thomas E. Skains	 	 
	 	 	 	 	Address:







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