EX-10.2






Exhibit 10.2




PIEDMONT NATURAL GAS COMPANY, INC.

DEFINED CONTRIBUTION RESTORATION PLAN




Effective January 1, 2009




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I NAME AND PURPOSE	 	 	1	 
	 
	 	 	 	 	 	 
	 

	 	Section 1.1. Name
	 	 	1	 
	 

	 	Section 1.2. Purpose
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II CONSTRUCTION, DEFINITIONS AND APPLICABLE LAW	 	 	1	 
	 
	 	 	 	 	 	 
	 

	 	Section 2.1. Construction and Definitions
	 	 	1	 
	 

	 	Section 2.2. Applicable Law
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE III PARTICIPATION	 	 	7	 
	 
	 	 	 	 	 	 
	 

	 	Section 3.1. General
	 	 	7	 
	 

	 	Section 3.2. Eligibility
	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE IV RESTORATION ACCOUNTS; CONTRIBUTIONS AND INVESTMENT CREDITS	 	 	7	 
	 
	 	 	 	 	 	 
	 

	 	Section 4.1. Restoration Accounts
	 	 	7	 
	 

	 	Section 4.2. Restoration Account Contributions
	 	 	7	 
	 

	 	Section 4.3. Deemed Investment of Restoration Accounts
	 	 	8	 
	 

	 	Section 4.4. Vesting of Restoration Accounts
	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE V DISTRIBUTION OF RESTORATION ACCOUNTS	 	 	10	 
	 
	 	 	 	 	 	 
	 

	 	Section 5.1. Separation from Service
	 	 	10	 
	 

	 	Section 5.2. Death
	 	 	10	 
	 

	 	Section 5.3 Form of Distribution
	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE VI AMENDMENT AND TERMINATION	 	 	11	 
	 
	 	 	 	 	 	 
	 

	 	Section 6.1. Amendment of Plan
	 	 	11	 
	 

	 	Section 6.2. Termination of Plan
	 	 	12	 
	 

	 	Section 6.3. Effect of Amendment or Termination on Certain Benefits
	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE VII MISCELLANEOUS	 	 	12	 
	 
	 	 	 	 	 	 
	 

	 	Section 7.1. Spendthrift Clause
	 	 	12	 
	 

	 	Section 7.2. Benefits Payable
From General Assets of the Participating Employers
	 	 	 12	 
	 

	 	Section 7.3. Tax Withholding
	 	 	13	 
	 

	 	Section 7.4. Compliance with Code Section 409A
	 	 	13	 
	 

	 	Section 7.5. Benefits Limited to the Plan
	 	 	13	 






 









 






	 	 	 	 	 	 	 
	ARTICLE VIII CLAIMS PROCEDURE	 	 	13	 
	 
	 	 	 	 	 	 
	 

	 	Section 8.1. Claims Procedure
	 	 	13	 
	 

	 	Section 8.2. Agent for Service of Process
	 	 	15	 






ii




 









 








PIEDMONT NATURAL GAS COMPANY, INC.

DEFINED CONTRIBUTION RESTORATION PLAN




Effective January 1, 2009




     WHEREAS, Piedmont Natural Gas Company, Inc. (the “Company”) desires to establish,
effective as of January 1, 2009, the Piedmont Natural Gas Company, Inc. Defined Contribution
Restoration Plan (the “Plan”), an unfunded supplemental retirement plan for senior officers
of the Company;



     NOW, THEREFORE, the Company does hereby establish, effective as of January 1, 2009, the Plan
to consist of the terms and provisions set forth in Article I through Article VIII,
inclusive, as follows:



ARTICLE I

NAME AND PURPOSE




     Section 1.1. Name. The Plan shall be known as the Piedmont Natural Gas Company, Inc.
Defined Contribution Restoration Plan.



     Section 1.2. Purpose. The purpose of the Plan is to provide supplemental retirement
benefits, in accordance with the provisions of the Plan, to a “select group of management or highly
compensated employees” (within the meaning of Department of Labor Regulation § 2520.104-23).



ARTICLE II

CONSTRUCTION, DEFINITIONS AND APPLICABLE LAW




     Section 2.1. Construction and Definitions.



     (a) Construction. Article, section and paragraph headings have been inserted for
convenience of reference only 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.



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




     (1) 401(k) Plan means the Piedmont Natural Gas Company, Inc. 401(k) Plan.




     (2) Beneficiary means the person(s) or entity(ies) designated by a Participant
or the provisions of the Plan to receive such benefits as may become payable to such
person(s) or entity(ies) in accordance with the provisions of the Plan.



 









 






     (3) Board of Directors means the Board of Directors of the Company or any
committee of such Board of Directors to which, and to the extent, the Board of Directors of
Piedmont Natural Gas Company, Inc. has delegated some or all of its power, authority, duties
or responsibilities with respect to the Plan.




     (4) Cause means, with respect to a Participant, (a) any circumstance, or any
act or failure to act that would authorize the Company to terminate the Participant’s
employment “for cause” under any written employment agreement between the Company and the
Participant; (b) after a written notice is delivered to the Participant by a supervising
officer of the Company advising the Participant that the Participant has not adequately or
properly performed the Participant’s duties with the Company or has failed to comply with
rules, standards, and policies established by the Company, the Participant fails to perform
the Participant’s duties with the Company (other than any such failure resulting from the
Participant’s incapacity due to physical or mental illness), or to comply with rules,
standards, and policies established by the Company; (c) the Participant willfully engages in
conduct which is demonstrably injurious to the Company, monetarily or otherwise, including
(without limitation) damage to the good business reputation of the Company; or (d) the
Participant commits a felony or other crime punishable by imprisonment for more than one
year, or enters a plea of nolo contendere thereto, or commits a crime of moral turpitude.




     (5) Change in Control means:




     (i) The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
twenty percent (20%) or more of either (A) the then outstanding shares of Common
Stock of the Company (the “Outstanding Company Common Stock”) or (B) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that the following acquisitions
shall not constitute an acquisition of control: any acquisition directly from the
Company (excluding an acquisition by virtue of the exercise of a conversion
privilege), any acquisition by the Company, any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company or any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, following such reorganization, merger
or consolidation, the



2









 






conditions described in clauses (A), (B) and (C) of subsection (iii) of this
section are satisfied;




     (ii) Individuals who, as of the Effective Date, constitute the Board of
Directors (the “Incumbent Board”) cease for any reason to constitute at
least a majority of the Board of Directors; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board;




     (iii) Consummation of a reorganization, merger or consolidation, in each case,
unless, following such reorganization, merger or consolidation, (A) more than sixty
percent (60%) of, respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or consolidation and the
combined voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
reorganization, merger or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger or consolidation,
of the Outstanding Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (B) no Person (excluding the Company, any employee benefit plan
or related trust of the Company, or such corporation resulting from such
reorganization, merger or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger or consolidation, directly or
indirectly, twenty percent (20%) or more of the Outstanding Company Common Stock or
Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in the
election of directors and (C) at least a majority of the members of the board of
directors of the corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time of the execution of
the initial agreement providing for such reorganization, merger or consolidation;




     (iv) Approval by the shareholders of the Company of (A) a complete liquidation
or dissolution of the Company or (B) the sale or other disposition of all or
substantially all of the assets of the Company, other than to a corporation, with
respect to which following such sale or other disposition (1) more than sixty



3









 






percent (60%) of, respectively, the then outstanding shares of common stock of
such corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such sale or other disposition in substantially the
same proportion as their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (2) no Person (excluding the Company and any
employee benefit plan or related trust of the Company, or such corporation and any
Person beneficially owning, immediately prior to such sale or other disposition,
directly or indirectly, twenty percent (20%) or more of the Outstanding Company
Common Stock or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, twenty percent (20%) or more of,
respectively, the then outstanding shares of common stock of such corporation and
the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors and (3) at least
a majority of the members of the board of directors of such corporation were members
of the Incumbent Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition of assets of the
Company; or




     (v) The closing, as defined in the documents relating to, or as evidenced by a
certificate of any state or federal governmental authority in connection with, a
transaction approval of which by the shareholders of the Company would constitute a
“Change in Control” under subsection (iii) or (iv) of this Section.




     (e) Notwithstanding (a) above, if the Participant’s employment is terminated before a
Change in Control as defined in this Section and the Participant reasonably demonstrates
that such termination (i) was at the request of a third party who has indicated an intention
or taken steps reasonably calculated to effect a “Change in Control” and who effectuates a
“Change in Control” or (ii) otherwise occurred in connection with, or in anticipation of, a
“Change in Control” which actually occurs, then for all purposes of this Plan, the date of a
“Change in Control” with respect to the Participant shall mean the date immediately prior to
the date of such termination of the Participant’s employment.




     (6) Change in Control Acceleration Event means a Change in Control that also
constitutes a change in the ownership or effective control of the Company or a change in the
ownership of a substantial portion of the assets of the Company under Section 409A(2)(A)(v)
of the Code.



4









 






     (7) Code means the Internal Revenue Code of 1986, as amended from time to time,
and references thereto shall include the valid Treasury regulations issued thereunder.




     (8) Committee means the Piedmont Natural Gas Company, Inc. Benefit Plan
Committee.




     (9) Company means Piedmont Natural Gas Company, Inc., a North Carolina
corporation, any successor or assign, and all of the legal entities that are a part of a
controlled group or affiliated service group with Piedmont Natural Gas Company, Inc.
pursuant to the provisions of Code Sections 414(b), (c), (m) and (o).




     (10) Compensation of a Participant means (a) the annual cash base salary and
(b) annual cash bonuses payable to the Participant for employment with the Company, prior to
any reduction in said cash remuneration under Section 125, 132(f)(4) or 401(k) of the Code
or under any non-qualified plan of deferred compensation sponsored by the Company.
Compensation shall not include long-term incentive compensation, commissions, gains from the
exercise or vesting of stock options, restricted stock or other equity-based awards or any
other forms of additional compensation, expense allowances or reimbursements, any car
allowances or any benefit payments from any non-qualified plan of deferred compensation
sponsored by the Company.




     (11) Compensation Limit means the compensation limit in effect under Code
Section 401(a)(17), as adjusted from time to time. The Compensation Limit is $230,000 for
2008 and $245,000 for 2009.




     (12) Disability means a Participant is deemed to be “disabled” under the terms
of the long term disability plan sponsored by the Company or is determined to be disabled by
the Social Security Administration.




     (13) Effective Date means January 1, 2009.




     (14) Employee means a common law employee of the Company.




     (15) Involuntary Separation means a Participant’s Separation from Service due
to termination by the Company without Cause.




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




     (17) Plan means the Piedmont Natural Gas Company, Inc. Defined Contribution
Restoration Plan as set forth herein and as amended from time to time.



5









 






     (18) Plan Year means the calendar year.




     (19) Retirement means a Participant’s Separation from Service after attaining
age sixty-five (65).




     (20) Restoration Account means the bookkeeping account established and
maintained on the books and records of the Plan to record that portion of a Participant’s
benefit accrued under the Plan.




     (21) Restoration Contribution means the amount credited to a Participant’s
Restoration Account as of the end of each Plan Year pursuant to Section 4.2(c).




     (22) SEBP means the Piedmont Natural Gas Company, Inc. Supplemental Executive
Benefit Plan as in effect immediately prior to its termination effective October 31, 2008.




     (23) SEBP Make-Up Contribution means the amount credited to a Participant’s
Restoration Account pursuant to Section 4.2(b).




     (24) SEBP Transition Contribution means the amount credited to a Participant’s
Restoration Account pursuant to Section 4.2(a).




     (25) Separation from Service means the termination of a Participant’s
employment with the Company, provided such termination also constitutes a separation from
service under Section 409A of the Code.




     (26) Specified Employee means an Employee who, as of the date of the Employee’s
Separation from Service, is a “key employee” of the Employer. An Employee shall be a “key
employee” for this purpose during the twelve (12) month period beginning April 1 each year
if the Employee met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code
(applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of
the Code) at any time during the twelve (12) month period ending on the immediately
preceding December 31.



     Section 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.



6









 





ARTICLE
III



PARTICIPATION




     Section 3.1. General. No person shall become a Participant unless or until such
person is or becomes an Employee. In addition, in no event shall any Employee be eligible to
participate in the Plan prior to the Effective Date.



     Section 3.2. Eligibility. The Committee, in its sole and exclusive discretion, shall
determine which Employees shall become Participants. The Committee may in its discretion determine
that an Employee designated as a Participant is no longer a Participant or such Employee may
terminate his or her employment with the Company, and in either such event, such Participant shall
cease active participation in the Plan. No further Restoration Contributions shall be credited to
a Participant’s Restoration Account from and after the date the Participant ceases active
participation in the Plan. However, such Participant’s Restoration Account shall continue to be
adjusted in accordance with Section 4.3 until the Participant’s Restoration Account is
distributed or forfeited in accordance with the provisions of the Plan.



ARTICLE IV


RESTORATION ACCOUNTS; CONTRIBUTIONS AND INVESTMENT CREDITS




     Section 4.1. Restoration Accounts. A Restoration Account shall be established and
maintained on the books and records of the Plan in the name of each Participant in accordance with
the provisions of this Article IV.



     Section 4.2. Restoration Account Contributions.




     (a) SEBP Transition Contributions. In January 2009, the Restoration Account of
each Participant who is designated as a Participant on the Effective Date shall be credited
with an amount equal to the greater of:




     (i) thirteen percent (13%) times the lesser of (A) the Participant’s annual
cash base salary for the 2008 calendar year minus the Compensation Limit for the
2008 calendar year or (B) the Participant’s annual cash base salary for the period
from November 1, 2008 through December 31, 2008; or




     (ii) two (2) times the monthly premium amount paid for the “Policy” (as defined
in the SEBP) insuring the life of the Participant under the SEBP for the month of
October 2008 (without adjustment for taxes).




     (b) SEBP Make-Up Contributions. In January 2009, the Restoration Account of
each Participant who is designated as Participant on the Effective Date and who is not a
member of the Company’s Executive Management Team shall receive a one-time credit



7









 






equal to the amount that is projected (based on reasonable assumptions adopted by the
Committee) to cause the sum of the Participant’s benefit under this Plan and the SEBP to be
equal to the benefit the Participant would have earned under the SEBP if the SEBP had not
been terminated and the Participant had continued participating in the SEBP until the
Participant attained age sixty (60).




     (c) Restoration Contributions. As of the end of each Plan Year commencing
December 31, 2009, the Restoration Account of each Participant who is employed on the last
day of the Plan Year or who had a Separation from Service during the Plan Year due to the
Participant’s Retirement, death or Disability shall be credited with an amount equal to
thirteen percent (13%) times the amount, if any, by which the Participant’s Compensation for
the Plan Year exceeds the Compensation Limit for the Plan Year.




     Section 4.3. Deemed Investment of Restoration Accounts. Each Participant’s
Restoration Account shall be deemed to be invested in one or more of the investment options
permitted from time to time under the 401(k) Plan (other than the Company common stock fund
investment option). A Participant may elect to have the Participant’s Restoration Account
deemed to be invested in one or more of such investment options in accordance with
procedures established by the Committee for such purpose.



8









 






Section 4.4. Vesting of Restoration Accounts.




     (a) Vesting Schedule Not Applicable. Upon the first to occur of a Change in
Control or a Participant’s Retirement, Involuntary Separation or Disability or death while
in service, the entire amount credited to the Participant’s Restoration Account shall become
fully vested.




     (b) Vesting Schedule Applicable. If a Participant has a Separation from
Service prior to a Change in Control other than by reason of the Participant’s Retirement,
Involuntary Separation, Disability or death, only the vested portion of the amount to the
credit of the Participant in the Participant’s Restoration Account determined by application
of the Vesting Schedule in Section 4.4(c) will be available for Distribution to the
Participant or the Participant’s Beneficiary (when and as provided in Article V).
The amount to the credit of the Participant in the Participant’s Restoration Account which
is not vested upon a Participant’s Separation from Service shall be immediately forfeited
without further action by the Company or the Participant, and neither the Participant, the
Participant’s Beneficiary or any person claiming by or through the Participant shall have
right or claim to the amount forfeited.




     (c) Vesting Schedule. If not vested earlier in accordance with Section
4.4(a), a Participant’s Restoration Account shall become fully (100%) vested upon the
Participant’s completion of five (5) Years of Vesting Service with the Company. “Years of
Vesting Service” for purposes of applying the immediately preceding sentence to a
Participant’s Restoration Account other than the portion, if any, of such account
attributable to SEBP Make-Up Contributions will be equal to the number of complete twelve
(12) month periods of employment with the Company the Participant has completed as of the
Participant’s Separation from Service (including periods prior to the Effective
Date). “Years of Vesting Service” for purposes of applying the first sentence of this
Section 4.4(c) to the portion, if any, of a Participant’s Restoration Account
attributable to SEBP Make-Up Contributions will be equal to the number of complete twelve
(12) month periods of employment with the Company the Participant has completed as of the
Participant’s Separation from Service (excluding periods of employment prior to the
Effective Date). The Committee shall keep such separate records of the SEBP Make-Up
Contributions and all other contributions



9









 






credited to a Participant’s Restoration Account (and the adjustments thereto pursuant to
Section 4.3) as are necessary for the proper application of the Vesting Schedule.



ARTICLE V


DISTRIBUTION OF RESTORATION ACCOUNTS





Section 5.1. Separation from Service.




     (a) Except to the extent otherwise provided in Sections 5.1(b) and
5.1(c), following a Participant’s Separation from Service, the Participant shall
receive payment of the vested balance to the credit of the Participant’s Restoration Account
(as adjusted under Section 4.3 through the date of distribution) in five (5)
installments. The first installment shall be paid to the Participant within ninety (90)
days after the Participant’s Separation from Service. Subsequent installments shall be paid
to the Participant in each succeeding January. Notwithstanding the foregoing, if the
Participant’s vested Restoration Account balance does not exceed Twenty-Five Thousand
Dollars ($25,000) as of the date the installment payments would otherwise commence, then the
entire amount of the Participant’s vested Restoration Account balance shall be paid to the
Participant in a single lump sum payment. The dollar amount in the immediately preceding
sentence shall be increased (or decreased) as of January 1, 2010 and each January 1
thereafter by the increase (or decrease) in the U.S. Consumer Price Index for All Urban
Consumers (CPI-U) since the immediately preceding January 1.




     (b) Notwithstanding Section 5.2(a), in no event will distribution be made (or
commence) to a Participant who is a Specified Employee prior to the date which is six (6)
months after such Participant’s Separation from Service.




     (c) Notwithstanding Section 5.2(a), in the event of a Participant’s Separation
from Service within twenty-four (24) months after a Change in Control Acceleration Event,
the Participant’s vested Restoration Account shall be distributed in a lump-sum payment.




Section 5.2. Death.




     (a) Death Benefit. In the event a Participant dies before the Participant’s
vested Restoration Account has been fully paid to the Participant, the remaining vested
Restoration Account balance shall be paid to the Participant’s Beneficiary in a single lump
sum within ninety (90) days after the Participant’s death.



10









 






     (b) Designation or Change of Beneficiary by a Participant. Each Participant
may from time to time designate the person(s) or entity(ies) to whom any death benefits are
to be paid under the Plan. A Participant may from time to time change such designation and
upon any such change, any previously designated Beneficiary’s right to receive any benefits
under the Plan shall terminate. In order to be effective, any designation or change of
designation of a Beneficiary must be made on a form furnished by the Company and signed by
the Participant and received by the Company while the Participant is alive. If a
Beneficiary of a deceased Participant shall survive the deceased Participant but die prior
to the receipt of all benefits payable to said Beneficiary under the Plan, then such
benefits as would have been payable to said deceased Beneficiary shall be paid to such
Beneficiary’s estate at the same time and in the same manner as such benefits would have
been payable to said deceased Beneficiary.




     (c) Beneficiary Designated by the Plan. In the event that a Participant shall
die without having designated a Beneficiary, or in the event that a Participant shall die
having revoked an earlier Beneficiary designation without having effectively designated
another Beneficiary, or in the event that a Participant shall die but the Beneficiary
designated by such Participant shall fail to survive such Participant, then the deceased
Participant’s vested Restoration Account balance shall be paid to the deceased Participant’s
spouse, or, if there is no surviving spouse, to the beneficiary designated by the
Participant pursuant to the Company’s Group Life Insurance Plan, or, if there is no such
designation, the Participant’s descendants per stirpes (including adopted children), or, if
no descendants, to the deceased Participant’s estate.




     Section 5.3 Form of Distribution. Distribution of the vested portion of the
Participant’s Restoration Account shall be made in cash.



ARTICLE VI


AMENDMENT AND TERMINATION





     Section 6.1. Amendment of Plan. Subject to the provisions of Section 6.3, the
Company expressly reserves the right, at any time and from time to time, to amend the Plan in whole
or in part by action of the Board of Directors. In addition, the Committee shall have the
discretionary power and authority to adopt any non-substantive amendment necessary for the
administration, management or interpretation of the Plan, provided such amendment does not



11









 






materially increase or decrease the cost of the Plan or the level of benefits provided to
Participants. Subject to the provisions of Section 6.3, any amendment to the Plan or
termination of the Plan may be retroactive to the extent permitted by applicable law.




     Section 6.2. Termination of Plan. Subject to the provisions of Section 6.3,
the Company expressly reserves the right, at any time and for whatever reason it may deem
appropriate, to terminate the Plan by action of the Board of Directors. The Company intends to
have the maximum discretionary authority to terminate the Plan and make distributions following
such termination as is permissible under Code Section 409A.




     Section 6.3. Effect of Amendment or Termination on Certain Benefits. No amendment or
termination of the Plan may reduce or eliminate the benefits (if any) payable under the Plan
(without regard to such amendment or termination) to:




     (a) any Participant who commenced receiving benefits under the Plan prior to the
amendment or termination date and is alive on the amendment or termination date and the
Beneficiary of such Participant; or




     (b) any Beneficiary who commenced receiving benefits under the Plan prior to the
amendment and termination date.




In addition, no amendment or termination of the Plan shall reduce the amount of any Participant’s
benefits under the Plan below the amount of such benefits determined immediately prior to such
amendment or termination as if the Participant had then separated from service and was to receive
such benefits in a single cash payment of the entire amount of such benefits.



ARTICLE VII


MISCELLANEOUS





     Section 7.1. Spendthrift Clause. To the extent permitted by law, no benefits payable
under the Plan shall be subject to the claim of any creditor of any Participant or to any legal
process by any creditor of any Participant and no Participant entitled to benefits hereunder shall
have any right whatsoever to alienate, commute, anticipate or assign any benefits under the Plan.




     Section 7.2. Benefits Payable From General Assets of the Participating Employers. All
benefits payable hereunder shall be paid 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 assets beyond the reach of the general creditors of the Company, and the rights of any
Participant (or Beneficiary) to receive any benefits hereunder shall be no greater than the right
of



12









 






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. The Company may establish a trust for the purpose of accumulating assets which
may be used by the Company to satisfy some or all of its obligations to provide benefits to
Participants under this Plan; provided that the assets of such trust shall remain the exclusive
property of the Company and shall be available to pay creditor claims of the Company in the event
of bankruptcy. Any such trust shall be administered in accordance with the terms of a separate
trust agreement between the Company and a trustee.




     Section 7.3. Tax Withholding. The Company shall withhold from any payment of Plan
benefits to a Participant (or Beneficiary, if applicable) any federal, state or local income taxes
required by law to be withheld from such payment and shall remit such taxes to the proper taxing
authority(ies).




     Section 7.4. Compliance with Code Section 409A. Nothing in this Plan shall operate or
be construed to cause the Plan to fail to comply with the requirements of Code Section 409A and, to
the extent applicable, it is intended that the Plan comply with the provisions of Code Section 409A
and shall be administered in a manner consistent with that intent. Any provision of this Plan that
would cause the Plan or any payment made hereunder to fail to satisfy Code Section 409A shall have
no force and effect until amended by the Company to comply with Code Section 409A (which amendment
may be retroactive to the extent permitted by Code Section 409(A)) and may be made by the Company
without the consent of any Participant.




     Section 7.5. 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.



ARTICLE VIII


CLAIMS PROCEDURE





     Section 8.1. Claims Procedure.




     (a) General. In the event that any person (a “Claimant”) makes a claim for
benefits under the Plan (a “Claim”), such Claim shall be made by the Claimant’s filing a
notice thereof with the Committee, within ninety (90) days after such Claimant first has knowledge
of such Claim. Each Claimant who has submitted a Claim to the Committee shall be afforded a
reasonable opportunity to state such Claimant’s position and to present evidence and other material
relevant to



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the Claim to the Committee for its consideration in rendering its decision with respect thereto.
The Committee shall render its decision in writing within sixty (60) days after the Claim is
referred to it, and a copy of such written decision shall be furnished to the Claimant.




     (b) Notice of Decision of Committee. Each Claimant whose Claim has been denied by the
Committee 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;




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




     (c) Review of Decision of Committee. Each such Claimant shall be afforded a
reasonable opportunity for a full and fair review of the decision of the Committee denying the
Claim. Such review shall be by the Committee. Such appeal shall be made within ninety (90) days
after the Claimant received the written decision of the Committee and shall be made by the written
request of the Claimant or such Claimant’s duly authorized representative to the 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 Committee. The Committee
shall review the following:




     (1) the initial proceedings of the Committee 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 Committee, in its sole
discretion, deems advisable for a full and fair review of the decision of the
Committee.



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The Committee may approve, disapprove or modify the decision of the Committee, in whole or in part,
or may take such other action with respect to such appeal as it deems appropriate. The decision of
the 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 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. The
Claimant shall be furnished a copy of the written decision of the Committee. Such decision shall
be final and conclusive upon all persons interested therein, except to the extent otherwise
provided by applicable law. Not in limitation of the foregoing, the Committee shall have the
discretion to decide any factual or interpretative issues in its determination of Claims, and the
Committee’s exercise of such discretion shall be conclusive and binding as long as it is not
arbitrary or capricious.




     Section 8.2. Agent for Service of Process. The Company shall be the agent for service
of legal process upon this Plan, and its address for such purpose shall be the address of its
principal place of business in Charlotte, North Carolina.




     IN WITNESS WHEREOF, the undersigned authorized officer of the Company has executed this
instrument as of the 8th day of December, 2008.



	 	 	 	 	 
	 	PIEDMONT NATURAL GAS COMPANY, INC.

 	 
	 	By:  	/s/ Kevin M. O’Hara
 	 
	 	 	Kevin M. O’Hara 	 
	 	 	Senior Vice President—Corporate and

Community Affairs 	 
	 




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