Exhibit 4.1



 





EXHIBIT 4.1




AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE




          This Agreement of Resignation, Appointment and Acceptance is made as
of            March 29, 2007 by
and among that issuer or other person who is identified in Exhibit A attached hereto (the
“Exhibit”) as the Issuer (the “Issuer”), Citibank, N.A., a national banking association, duly
organized and existing under the laws of the United States (the “Bank”) and The Bank of New York
Trust Company, N.A. (BNYTC), a national banking association, duly organized and existing under the
laws of the United States and having its principal office in Los Angeles, California.




RECITALS:




          WHEREAS, the Issuer and the Bank entered into one or more trust indentures, paying agency
agreements, registrar agreements, or other relevant agreements as such are more particularly
described in the Exhibit under the section entitled “Agreements” (individually and collectively
referred to herein as the “Agreements”) under which the Bank was appointed in the capacity or
capacities identified in the Exhibit (individually and collectively the “Capacities”);




          WHEREAS, the Bank desires to resign from its Capacities under the Agreements; and




          WHEREAS, the Issuer desires to appoint BNYTC as the successor to the Bank in its Capacities
under the Agreements; and




          WHEREAS, BNYTC is willing to accept such appointment as the successor to the Bank in its
Capacities under the Agreements.




          NOW, THEREFORE, the Issuer, the Bank and BNYTC, for and in consideration of the premises and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, hereby consent and agree as follows:




ARTICLE I




THE BANK




          SECTION 1.01. The Bank hereby resigns from its Capacities under the Agreements.




          SECTION 1.02. The Bank hereby assigns, transfers, delivers and confirms to BNYTC all right,
title and interest of the Bank in its Capacities relating to the Agreements provided, however, that
from and after the date of this Agreement of Resignation, Appointment and Acceptance (a) the Bank
shall continue to be an indemnified party pursuant to the indemnity provisions of section 7.06 of
the Indenture regarding any and all matters arising solely while the




 









 




Bank was serving in its Capacities under the Agreements (but not thereafter) and (b) with the
exception of matters subject to the indemnity provisions of section 7.06 of the Indenture
referenced in the preceding subsection (a), the Bank shall have no further claim or entitlement,
and the Issuer shall have no further liability or obligation, pursuant to such section 7.06 of the
Indenture.




ARTICLE II




THE ISSUER




          SECTION 2.01. The Issuer hereby accepts the resignation of the Bank from its Capacities under
the Agreements.




          SECTION 2.02. All conditions relating to the appointment of BNYTC as the successor to the Bank
in its Capacities under the Agreements have been met by the Issuer, and the Issuer hereby appoints
BNYTC to its Capacities under the Agreements with like effect as if originally named to such
Capacities under the Agreements.




ARTICLE III




BNYTC




          SECTION 3.01. BNYTC hereby represents and warrants to the Bank and to the Issuer that BNYTC is
qualified and eligible to act in the Capacities under the Agreements.




          SECTION 3.02. BNYTC hereby accepts its appointment to the Capacities under the Agreements and
accepts and assumes the rights, powers, duties and obligations of the Bank under the Agreements,
upon the terms and conditions set forth therein, with like effect as if originally named to such
Capacities under the Agreements.




ARTICLE IV




MISCELLANEOUS




          SECTION 4.01. This Agreement and the resignation, appointment and acceptance effected hereby
shall be effective as of the commencement of business on the Effective Date set forth in the
Exhibit.




          SECTION 4.02. This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.




          SECTION 4.03. This Agreement may be executed in any number of counterparts each of which shall
be an original, but such counterparts shall together constitute but one and the same instrument.




 -2- 









 








          SECTION 4.04. The persons signing this Agreement on behalf of the Issuer, BNYTC and the Bank
are duly authorized to execute it on behalf of the each party, and each party warrants that it is
authorized to execute this Agreement and to perform its duties hereunder.




          SECTION 4.05. The Issuer represents that it is the type of entity as identified in the Exhibit
and has been duly organized and is validly existing under the laws of the jurisdiction of its
organization as identified in the Exhibit.




          IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment
and Acceptance to be duly executed, as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	Piedmont Natural Gas Company, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert O. Pritchard	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robert O. Pritchard	 	 
	 	 	Title: Vice President, Treasurer and Chief Risk Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Citibank, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Louis Piscitelli	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Louis Piscitelli	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	The Bank of New York Trust Company, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tina D. Gonzalez	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Tina D. Gonzalez	 	 
	 	 	Title: Assistant Treasurer	 	 






 -3- 









 





EXHIBIT A




Issuer: Piedmont Natural Gas Company, Inc., a North Carolina corporation 




Effective Date: March 29, 2007




Agreement(s):




	 	 	 	 	 
	 	 	Description of relevant	 	Citibank’s
	Name/Description of transaction	 	Agreement & Date	 	Capacity(s)
	Piedmont Natural Gas Co., Inc.
5.00% Notes Series E due
12/19/2013

	 	Indenture dated as
of 4/1/1993
	 	Trustee, Debt

Security Registrar,

Paying Agent
	 
	 	 	 	 
	Piedmont Natural Gas Co., Inc.
6.00% Notes Series E due
12/19/2033

	 	Indenture dated as
of 4/1/1993
	 	Trustee, Debt

Security Registrar,

Paying Agent
	 
	 	 	 	 
	Piedmont Natural Gas Co., Inc.
6.25% Insured Quarterly Notes
Series 2006

	 	Indenture dated as
of 4/1/1993
	 	Trustee, Debt

Security Registrar,

Paying Agent
	 
	 	 	 	 
	Piedmont Natural Gas Co., Inc.
Medium Term Notes Series A

	 	Indenture dated as
of 4/1/1993
	 	Trustee, Debt

Security Registrar,

Paying Agent
	 
	 	 	 	 
	Piedmont Natural Gas Co., Inc.
Medium Term Notes Series B

	 	Indenture dated as
of 4/1/1993
	 	Trustee, Debt

Security Registrar,

Paying Agent






 









 






	 	 	 	 	 
	 	 	Description of relevant	 	Citibank’s
	Name/Description of transaction	 	Agreement & Date	 	Capacity(s)
	Piedmont Natural Gas Co., Inc.
Medium Term Notes Series C

	 	Indenture dated as
of 4/1/1993
	 	Trustee, Debt

Security Registrar,

Paying Agent
	 
	 	 	 	 
	Piedmont Natural Gas Co., Inc.
Medium Term Notes Series D

	 	Indenture dated as
of 4/1/1993
	 	Trustee, Debt

Security Registrar,

Paying Agent







5