FOURTH SUPPLEMENTAL INDENTURE



 Exhibit 4.2 
 PIEDMONT NATURAL GAS COMPANY, INC. 
 AND 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. As Trustee 
 Fourth Supplemental Indenture 
 Dated as of 

May 6, 2011 
 Supplemental to Indenture Dated as of April 1, 1993 
 Debt Securities

 THIS FOURTH SUPPLEMENTAL INDENTURE dated as of May 6, 2011 (the “Fourth Supplemental Indenture”) between PIEDMONT
NATURAL GAS COMPANY, INC., a corporation organized and existing under the laws of the State of North Carolina (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and
existing under the laws of the United States as successor to Citibank, N.A. (the “Trustee”). 
 WHEREAS, the Company has
heretofore executed and delivered to the Trustee an Indenture dated as of April 1, 1993 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, the “Indenture”); and 

WHEREAS, the Company has heretofore executed and delivered to the Trustee a First Supplemental Indenture dated as of February 25, 1994 (the
“First Supplemental Indenture”), a Second Supplemental Indenture dated as of June 15, 2003 (the “Second Supplemental Indenture”) and a Third Supplemental Indenture dated as of June 20, 2006 (the
“Third Supplemental Indenture”); and 
 WHEREAS, since the initial closing date of the Indenture, the Electronic
Data-Gathering, Analysis, and Retrieval system (together with any successor system, “EDGAR”) was created and has become a common method for disseminating certain information from companies required by law to file forms with the
Commission (as defined in the Indenture) or any successor thereto; and 
 WHEREAS, the Company desires to amend the Indenture to include
distribution by EDGAR as an acceptable method for delivery of information that is filed with the Commission, and is required to be delivered to the Trustee; and 
 WHEREAS, the Company represents that all acts and things necessary to constitute this Fourth Supplemental Indenture a valid, binding and enforceable instrument have been done and performed, and the
execution of this Fourth Supplemental Indenture has in all respects been duly authorized, and the Company, in the exercise of legal right and power in it vested, is executing this Fourth Supplemental Indenture; and 







 WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee an
Opinion of Counsel stating that the execution and delivery of this Fourth Supplemental Indenture comply with the provisions of Article Ten of the Indenture. 
 NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained and for other valuable consideration, the receipt whereof is hereby acknowledged, the parties have executed
and delivered this Fourth Supplemental Indenture and the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective holders, from time to time, of the Debt Securities, as follows: 

Section 1. Definitions. For all purposes of this Fourth Supplemental Indenture, except as otherwise expressly provided or unless the context
otherwise requires, the terms used herein shall have the meanings assigned to them in the Indenture. 
 Section 2. Representations and
Warranties of the Company. The Company hereby represents and warrants that the Company is not, and after giving effect to this Fourth Supplemental Indenture will not be, in default in the performance or observance of any of the covenants or
conditions of the Indenture. 
 Section 3. Amendment of Indenture. (a) Section 1.01 of the Indenture is amended by adding
the following definition in the appropriate alphabetical order in Section 1.01 of the Indenture: 
 EDGAR: 

The term “EDGAR” shall mean the Electronic Data-Gathering, Analysis, and Retrieval system (together with any
successor system that is used to file documents or information with the Commission). 
  

	(b)	Section 5.03(a) of the Indenture is amended by replacing the phrase “to file with the Trustee” with “either to post to EDGAR in accordance with
Section 5.03(c) or to file with the Trustee”. 

  

	(c)	Section 5.03 of the Indenture is amended by adding the following as a new subsection (d) to Section 5.03 of the Indenture: 


(d) In addition to the other provisions of this Indenture, any copies of annual reports, copies of information, documents
and other reports, portions or summaries of the foregoing or other information or items required to be filed pursuant to Sections 5.03(a)-(b) (collectively, the “Materials”) may be provided to the Trustee by the Company posting or
causing the posting of such Materials on EDGAR. For the avoidance of doubt, such posting or the causing of such posting of the Materials shall be an acceptable method of delivery in compliance with the requirements of this Indenture in place of
filing of the same with the Trustee, in addition to any other method of delivery provided in this Indenture or sufficient in law or equity. 

  
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 Section 4. Acknowledgment Regarding Prior Deliveries. The Company’s prior delivery to the
Trustee of certain of the Materials, by posting or causing the posting thereof on EDGAR is hereby agreed to be an acceptable method of delivery for compliance with the Company’s delivery requirements pursuant to the Indenture as of the date of
each such posting. 
 Section 5. Effectiveness of this Fourth Supplemental Indenture. This Fourth Supplemental Indenture shall
become effective as of the date first above written in the first paragraph of this Fourth Supplemental Indenture. 
 Section 6.
Concerning the Trustee. The Trustee accepts the trusts of the Indenture as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and this Fourth Supplemental Indenture and agrees to
perform the same, but only upon the terms and conditions set forth in the Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and this Fourth Supplemental Indenture.
Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company. 

Section 7. Miscellaneous. (a) Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the
terms, provisions and conditions thereof shall be and remain in full force and effect. 
 (b) All the covenants, stipulations, promises and
agreements in this Fourth Supplemental Indenture contained by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not. 
 (c) This Fourth Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of
said State. 
 (d) If any provision of the Indenture as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the
Third Supplemental Indenture and this Fourth Supplemental Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of or govern the Indenture, such latter provision shall
control. If any provision of the Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and this Fourth Supplemental Indenture, modifies or excludes any provision of the
Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to the Indenture as so modified or to be excluded, as the case may be. 
 (e) The titles and headings of the sections of this Fourth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or
restrict any of the terms or provisions hereof. 
 (f) This Fourth Supplemental Indenture may be executed in any number of counterparts, each of
which shall be an original. 

  
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 (g) In case any provision in this Fourth Supplemental Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby. 

  
 4 








 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed,
and their respective corporate seals to be hereto affixed and attested, all as of the date first above written. 
  

							
	ATTEST:	 		 	 PIEDMONT NATURAL GAS
 COMPANY, INC.

			
	/s/ Judy Z. Mayo	 		 	By: /s/ Robert O. Pritchard
	Print Name: Judy Z. Mayo	 		 	Print Name:	 	Robert O. Pritchard
			
	 Title: Deputy General Counsel and Assistant
 Corporate Secretary
	 		 	Title: VP, Treasurer & CRO

 [Corporate Seal] 







 STATE OF NORTH CAROLINA 
 COUNTY OF MECKLENBURG 
 I, Lee E. Howard , a Notary Public of Mecklenburg County,
North Carolina, do hereby certify that Robert O. Pritchard (the “Signatory”), VP, Treasurer and CRO of Piedmont Natural Gas , a North Carolina corporation, personally appeared before me this day and by authority duly given, acknowledged
the due execution of the foregoing document. 
 I certify that (check one of the following) 

x I have personal knowledge of the identity of the Signatory; or

  ̈ I have seen satisfactory evidence of the
Signatory(ies)’s identity, by a current state or federal 
 identification with the Signatory(ies)’s photograph in the
form of: 
 (check one of the following) 

 ̈ a driver’s license or 

 ̈ in the form of
                                         
                                   ; or 

 ̈ a credible witness has sworn to the identity of the Signatory.

 The Signatory acknowledged to me that he/she voluntarily signed the foregoing document for the purpose stated
therein and in the capacity indicated. 
 Witness my hand and official stamp or seal this 3 day of May, 2011.

  

	 	/s/ Lee E. Howard 

 Notary Public 
  

	 Print Name: Lee E. Howard 


  

	 	(Note: Notary must sign exactly as on notary seal) 

  

	 	My Commission
Expires:                                      
                                     


My Commission Expires
10/29/2015                             

[NOTARY SEAL] 








							
	ATTEST:	 		 	 THE BANK OF NEW YORK MELLON
 TRUST COMPANY, N.A.

			
	/s/ Geraldine Creswell	 		 	By: /s/ Tina D. Gonzalez
	Print Name: Geraldine Creswell	 		 	Print Name:	 	Tina D. Gonzalez
			
	Title: Vice President	 		 	Title: Vice President

 [Corporate Seal] 







 STATE OF FLORIDA 
 COUNTY OF DUVAL 
 The foregoing instrument was acknowledged before me this 4th day
of May, 2011 by Tina Gonzalez as Vice President of BNY Mellon, a Agent, on behalf of the Corporation. He/she personally appeared before me and is/are personally known to me or
produced                 as identification. 
  

					
		 		 	
			
		 		 	Notary: /s/ Tami L. Williams
	[NOTARIAL SEAL]	 		 	Printed Name: Tami L. Williams
		 		 	 Notary Public, State of Florida
  

My Commission Expires: DD945775