EX-4.2



 Exhibit 4.2 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

THIS DEBT SECURITY IS A BOOK-ENTRY DEBT SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS DEBT SECURITY IS EXCHANGEABLE FOR DEBT SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS DEBT SECURITY (OTHER THAN A TRANSFER OF THIS DEBT SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY
BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES. 
 PIEDMONT NATURAL GAS COMPANY, INC. 

4.65% SENIOR NOTES DUE 2043 
  

					
	 No. R-1
	  	$	300,000,000	  
		
	 CUSIP No. 720186 AG0
	  			

 PIEDMONT NATURAL GAS COMPANY, INC., a corporation validly existing under the laws of the State of North
Carolina (herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of THREE HUNDRED MILLION DOLLARS ($300,000,000) on August 1, 2043 and to pay interest thereon from August 1, 2013 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears
on February 1 and August 1 (each an “Interest Payment Date”) in each year, commencing February 1, 2014 at the rate of 4.65% per annum, until the principal hereof is paid or made available for payment, and (to the extent
that the payment of such interest shall be legally enforceable) at the rate of 4.65% per annum on any overdue principal and on any overdue installment of interest. The amount of interest payable on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Note is registered at the close of business on the regular Record Date for such interest, which shall be the January 15 or July 15 (whether or not a Business Day), as the case may
be, immediately preceding such Interest Payment Date, provided that interest payable at the Stated Maturity of principal or on a redemption date as provided in the Indenture will be paid to the Person to whom principal is payable. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such regular Record Date and will be paid to the Person in whose name the Notes are registered at the close of business on a subsequent record date
established for the payment of such defaulted interest by notice given by mail or on behalf of the Company to the Holders no less than fifteen (15) days preceding such subsequent record date, such record date to be not less than five
(5) days 







 
preceding the date of payment of such defaulted interest or in any other lawful manner acceptable to the Trustee. 
 Payments of interest on this Note will include interest accrued to but excluding the respective Interest Payment Date. Interest payments for this Note shall be computed and paid on the basis of a 360-day
year of twelve 30-day months. In the event that any Interest Payment Date would otherwise be a day that is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable. 
 Payment of the principal of and interest on this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts. Payment of interest on this Note (other than interest payable at maturity) will be made, at the option of the Company, by wire transfer to the Holders entitled thereto who have provided appropriate wire transfer instructions to the Trustee or
by check mailed to the address of the Holder as such address shall appear in the Debt Security Register; provided, however, that if this Note is a Book-Entry Debt Security the Depository, as Holder of this Note, shall be entitled to receive payment
of interest by wire transfer of immediately available funds. Notices regarding changes of address shall be effective upon recordation in the Debt Securities Register. Payment of the principal of and interest on this Note payable at maturity will be
made in immediately available funds upon surrender of this Note at the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, or such other office or agency of the Company maintained for such purpose in the Borough
of Manhattan, The City of New York, provided, however, that if this Note is a Book-Entry Debt Security the Depository, as Holder of this Note, shall be entitled to receive payment of interest by wire transfer of immediately available funds in
accordance with the arrangements with the Depository. 
 Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal. 
 Dated:             , 2013 

 

							
	ATTEST:	 	
		 	PIEDMONT NATURAL GAS COMPANY, INC.
				
	By:	 	  
	 	By:	 	  

		 	(Signature)	 		 	(Authorized Signature)

 [Seal] 

  
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 CERTIFICATE OF AUTHENTICATION 

This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture. 

Dated:             , 2013 

 

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	  

		 	(Authorized Signature)








 (Reverse Side of Note) 

This Note is one of a duly authorized issue of securities of the Company (herein called the “Notes”), issued and to be issued
in one or more series under an Indenture, dated as of April 1, 1993 (as amended and supplemented, the “Indenture”), between Piedmont Natural Gas Company, Inc., a New York corporation and the predecessor to the Company and The Bank of
New York Mellon Trust Company, N.A. (as successor to Citibank N.A.), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is a global Book-Entry Debt Security and is limited initially in the aggregate principal amount of $300,000,000; provided however that the authorized aggregate principal amount of this Note may be increased
above such amount by a Board Resolution authorizing such increase. 
 Prior to February 1, 2043, the Company shall have the
right to redeem this Note, at its option, at any time in whole, or from time to time in part, at a redemption price equal to the greater of (i) 100% of the principal amount to be redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on this Note to be redeemed (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points; plus, in each
case, accrued and unpaid interest on the principal amount of this Note being redeemed to the redemption date. 
 On or after
February 1, 2043, the Company shall have the right to redeem this Note, at its option, at any time in whole, or from time to time in part, at a redemption price equal to 100% of the principal amount of this Note to be redeemed, plus accrued and
unpaid interest on the principal amount being redeemed to the redemption date. 
 For purposes of determining the redemption
price: 
 “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent
as having a maturity comparable to the remaining term of this Note to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of this Note. 
 “Comparable Treasury Price” means, with respect to any
redemption date, (1) the average of four reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations, or (3) if only one such Reference Treasury Dealer Quotation is received, such quotation. 

“Quotation Agent” means a Reference Treasury Dealer appointed by the Company. 

“Reference Treasury Dealer” means (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated or its
affiliates, and successor, unless it ceases to be a primary U.S. government securities dealer in the United States of America (“Primary Treasury Dealer”), in which case the Company will substitute therefor another Primary Treasury Dealer,
(2) Primary Treasury Dealer selected by U.S. Bancorp Investments, Inc. and (3) two other Primary Treasury Dealers selected by the Company. 

  
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 “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to
the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date. 
 “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 

This Note will not have a sinking fund. 
 If an Event of Default with respect to the Notes shall occur and be continuing, the aggregrate principal of the Notes may be declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture. 
 The Indenture contains provisions for defeasance at any time of (a) the entire
indebtedness of this Note and (b) certain restrictive covenants, in each case upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Debt Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least a 66 2/3% in aggregate principal
amount of such Debt Securities. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Debt Securities of each series at the time Outstanding, on behalf of the Holders of all Debt Securities
of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfers hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

 No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registrable in
the Debt Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Debt Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transfers or transferees. 
 This global
Book-Entry Debt Security is exchangeable for Notes in definitive, non-global form only under certain limited circumstances set forth in the Indenture. Securities of this series so issued are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. 

  
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 No service charge shall be made for any such registration of transferor exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof for all purposes whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

  
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 ABBREVIATIONS 
 The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

  

											
	 TEN COM-
	 	as tenants in	 	UNIF GIFT MIN ACT-	 	  
	 	Custodian	 	  

		 	common	 		 	 (Cust)
	 		 	(Minor)
	 TEN ENT-
	 	 as tenants by the entireties

as joint tenants
	 		 	 under Uniform Gifts to Minors Act

 

	 JT TEN-
	 	 with right of survivorship and
 not as tenants
 in common
	 		 	(State)

 Additional abbreviations may also be used 

though not on the above list. 
 FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto 
  

 
 (please insert Social Security or other
identifying number of assignee) 
 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE 

 
  
  

 
 the within Note and all rights thereunder,
hereby irrevocably constituting and appointing 
  
  

 
  
 agent to transfer said Note on the books of the Company, with full power of substitution in the premises. 
 Dated:                       
 NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatever.


  
 4