EX-10.1






Exhibit 10.1




PIEDMONT NATURAL GAS COMPANY, INC.

VOLUNTARY DEFERRAL PLAN




Effective November 1, 2008




 









 





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
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III PARTICIPATION
	 	 	4	 
	 
	 	 	 	 
	Section 3.1 General
	 	 	4	 
	Section 3.2 Eligibility
	 	 	4	 
	 
	 	 	 	 
	ARTICLE IV DEFERRALS
	 	 	4	 
	 
	 	 	 	 
	Section 4.1 Employee Deferrals
	 	 	4	 
	Section 4.2 Form of Deferral Election
	 	 	5	 
	Section 4.3 Timing of Deferral Elections
	 	 	5	 
	Section 4.4 Suspension of Deferrals
	 	 	6	 
	Section 4.5 Deferral Account Adjustments
	 	 	6	 
	Section 4.6 Vesting
	 	 	6	 
	 
	 	 	 	 
	ARTICLE V DISTRIBUTION OF DEFERRAL ACCOUNTS
	 	 	6	 
	 
	 	 	 	 
	Section 5.1 Payment on Date Certain
	 	 	6	 
	Section 5.2 Payment of Deferral Accounts Following Separation From Service
	 	 	7	 
	Section 5.3 Payment to Beneficiary
	 	 	8	 
	Section 5.4 Form of Distribution
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VI AMENDMENT AND TERMINATION
	 	 	9	 
	 
	 	 	 	 
	Section 6.1 Amendment of Plan
	 	 	9	 
	Section 6.2 Termination of Plan
	 	 	9	 
	Section 6.3 Effect of Amendment or Termination on Certain Benefits
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VII MISCELLANEOUS
	 	 	10	 
	 
	 	 	 	 
	Section 7.1 Spendthrift Clause
	 	 	10	 
	Section 7.2 Benefits Payable From General Assets of the Company
	 	 	10	 
	Section 7.3 Tax Withholding
	 	 	10	 
	Section 7.4 Compliance with Code Section 409A
	 	 	10	 
	Section 7.5 Benefits Limited to the Plan
	 	 	11	 






 









 






	 	 	 	 	 
	ARTICLE VIII CLAIMS PROCEDURE
	 	 	11	 
	 
	 	 	 	 
	Section 8.1 Claims Procedure
	 	 	11	 
	Section 8.2 Agent for Service of Process
	 	 	13	 






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PIEDMONT NATURAL GAS COMPANY, INC.

VOLUNTARY DEFERRAL PLAN




Effective November 1, 2008




     WHEREAS, Piedmont Natural Gas Company, Inc. (the “Company”) desires to establish,
effective as of November 1, 2008, the Piedmont Natural Gas Company, Inc. Voluntary Deferral Plan
(the “Plan”), to permit eligible employees to voluntarily defer a portion of their base
salary and annual cash bonus on a tax-deferred basis, and to have such deferred amounts credited
with earnings;



     NOW, THEREFORE, the Company does hereby establish, effective as of November 1, 2008, 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.
Voluntary Deferral Plan.



     Section 1.2 Purpose. The purpose of the Plan is to provide a “select group of
management or highly compensated employees” (within the meaning of Department of Labor Regulation §
2520.104-23) to voluntarily defer a portion of their base salary and annual cash bonus on a
tax-deferred basis, and to have such deferred amounts credited with earnings.



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) Base Pay of a Participant means the base salary payable to the Participant
for employment with the Company, prior to any reduction in said base salary 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. Base Pay shall not include any other form of
compensation, whether taxable or non-taxable, including, but not limited to, annual or
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.




     (3) Base Pay Deferral Year means the calendar year beginning January 1, 2009
and each subsequent calendar year.




     (4) 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.




     (5) 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.




     (6) Bonus means the annual short-term incentive cash bonus, if any, payable to
a Participant under (i) the Company’s Mission, Values and Performance cash incentive plan or
(ii) the Company’s 2006 Incentive Compensation Plan, or any similar successor short-term
incentive compensation plans.




     (7) Bonus Deferral Year means the Company’s fiscal year beginning November 1,
2008 and each subsequent fiscal year of the Company.




     (8) Change in Control Acceleration Event means 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.




     (9) 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.




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



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     (11) 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).




     (12) Deferral Account means the account established and maintained under the
Plan to reflect the interest of a Participant in the Plan. Each Deferral Account shall
reflect Employee Deferrals by the Participants, as well as additions, withdrawals and
adjustments to the Deferral Account. The Deferral Account shall be a bookkeeping entry only
and shall be utilized solely as a device for the measurement and determination of the
amounts to be paid to a Participant or Beneficiary under the Plan.




     (13) Deferral Election means a Participant’s irrevocable election under the
Plan to defer Base Pay or Bonus.




     (14) Effective Date means November 1, 2008.

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




     (16) Employee Deferrals means the pre-tax deferral of Base Pay or Bonus under
the Plan by a Participant pursuant to the Participant’s Deferral Election.




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




     (18) Plan means the Piedmont Natural Gas Company, Inc. Voluntary Deferral Plan
as set forth herein and as amended from time to time.




     (19) Plan Year means the calendar year.




     (20) 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.




     (21) 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.



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     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.



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. Designation of Employees as Participants
shall be made in such manner as the Committee shall determine from time to time. The Committee may
in its discretion determine that an Employee designated as a Participant shall no longer be
eligible to participate in the Plan as of the end of the Plan Year in which the Committee makes
such determination or an 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
deferrals shall be made to a Participant’s Deferral Account from and after the date the Participant
ceases active participation in the Plan. However, such Participant’s Deferral Account shall
continue to be adjusted in accordance with Section 4.4(b) until the Participant’s Deferral
Account is distributed in accordance with the provisions of the Plan.



ARTICLE IV




DEFERRALS




     Section 4.1 Employee Deferrals.




     (a) Base Pay Deferrals. A Participant may elect to defer payment of up to
fifty percent (50%) of the Participant’s Base Pay for a Base Pay Deferral Year. Such
election may be expressed as a percentage of Base Pay, a set dollar amount or in any other
manner permitted by the Committee from time to time. If a Participant makes a Base Pay
deferral election for a Base Pay Deferral Year, the amount the Participant elected to defer
shall be deducted from the Participant’s Base Pay each payroll period during such Deferral
Year and credited to the Participant’s Deferral Account.




     (b) Bonus Deferrals. Each Participant may elect to defer payment of up to
ninety-five percent (95%) of the Participant’s Bonus for the Bonus Deferral Year. Such



4









 







election may be expressed as a percentage of the Bonus, a set dollar amount, an amount
in excess of a set dollar amount or in any other manner permitted by the Committee from time
to time. If a Participant makes a Bonus deferral election for a Bonus Deferral Year, the
amount the Participant elected to defer shall be deducted from the Participant’s Bonus for
the Bonus Deferral Year and credited to the Participant’s Deferral Account.



     Section 4.2 Form of Deferral Election. A Deferral Election shall be made in the
manner prescribed by the Committee from time to time



     Section 4.3 Timing of Deferral Elections.




     (a) Base Pay Deferrals. A Participant’s Deferral Election for the deferral of
the Participant’s Base Pay for a Base Pay Deferral Year shall be made no later than the last
business day immediately preceding the beginning of such Base Pay Deferral Year. A
Participant may not revoke a Deferral Election for the deferral of Base Pay for a Base Pay
Deferral Year after the Base Pay Deferral Year begins. Notwithstanding the foregoing, in
the event an Employee is newly-eligible (which shall include an Employee deemed to be
“initially eligible” as provided under Code Section 409A) during a Base Pay Deferral Year,
the Participant may make a Base Pay Deferral Election within thirty (30) days after the date
the Participant becomes eligible to participate in the Plan with respect to Base Pay for
services to be performed after the date of the Participant’s Deferral Election.




     (b) Bonus Deferrals. A Participant’s Deferral Election for the deferral of the
Participant’s Bonus for a Bonus Deferral Year shall be made no later than the April 30 of
the Bonus Deferral Year (or if April 30 is not a business day, the immediately preceding
business day). An Employee who is first designated as a Participant during a Bonus Deferral
Year shall not be eligible to make a Deferral Election for the deferral of the Participant’s
Bonus for the Bonus Deferral Year in which the Participant becomes eligible to participate
in the Plan.




     (c) Other Rules. Any revocation of a Deferral Election shall be made in a form
prescribed by the Committee not later than the deadline for making the Deferral Election
(e.g., the revocation of a Deferral Election for Base Pay must be made no later than
December 31 preceding the Base Pay Deferral Year in which the Base Pay would be



5









 







earned). No Deferral Election shall carry forward to future years; a new Deferral
Election form must be completed for each Base Pay and Bonus Deferral Year.



     Section 4.4 Suspension of Deferrals. Notwithstanding any contrary provision of the
Plan, in the event a Participant receives an in-service financial hardship withdrawal from the
401(k) Plan, the Participant’s Employee Deferrals under this Plan shall be suspended for a period
of six (6) months from the date of the hardship withdrawal.



     Section 4.5 Deferral Account Adjustments.




     (a) Employee Deferrals. A Participant’s Employee Deferrals shall be credited
to the Participant’s Deferral Account as of the date the Base Pay or Bonus, respectively,
would have been paid to the Participant, but for the deferral of such amounts under in the
Plan.




     (b) Investment Fund Options. Each Participant’s Deferral 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 Deferral Account deemed to be invested in
one or more of such investment options in accordance with procedures established by the
Committee for such purpose.



     Section 4.6 Vesting. The amount to the credit of a Participant from time to time in
the Participant’s Deferral Account shall be 100% vested at all times.



ARTICLE V




DISTRIBUTION OF DEFERRAL ACCOUNTS




     Section 5.1 Payment on Date Certain.




     (a) General. In accordance with procedures established by the Committee, a
Participant may elect to have the Base Pay deferred for a Base Pay Deferral Year or the
Bonus deferred for a Bonus Deferral Year segregated into a separate sub-account and to have
such separate sub-account (as adjusted pursuant to Section 4.5) paid to the
Participant as of a date certain, prior to the Participant’s Separation from Service, in a
single lump sum payment. The date certain elected by the Participant may be not earlier
than two (2) years from beginning of the Base Pay Deferral Year or Bonus Deferral Year (as
the case may be). A Participant’s election of a date certain payment under this



6









 







Section 5.1 for Base Pay or Bonus deferrals shall be made at the same time as
the Deferral Election for the Base Pay or Bonus deferrals.




     (b) Changes in Date Certain. A Participant may change the date the Participant
elected for payment of a sub-account established under Section 5.1(a) upon written
notice in a form acceptable to the Committee so long as (i) the change is made at least
twelve (12) months before the date payment would otherwise be made, (ii) the change does not
become effective for at least twelve (12) months after the change is made, and (iii) the
newly elected payment date is at least five (5) years after the date payment would otherwise
be made.



     Section 5.2 Payment of Deferral Accounts Following Separation From Service.




     (a) Time and Method of Payment. Except to the extent otherwise provided in
Section 5.2(c) and 5.2(d), within ninety (90) days following a Participant’s
Separation from Service, the Participant shall receive (or begin to receive) payment of the
balance to the credit of the Participant’s Deferral Account (including any amounts credited
to sub-accounts under Section 5.1), as adjusted under Section 4.4(b) through
the date of distribution, in accordance with one of the following two methods of payment:




     (i) Single lump sum payment, or




     (ii) Annual installments over a period of up to ten (10) years,
provided, however, a lump sum distribution shall be paid in lieu of
installments if as of the date the installment payments would otherwise commence,
the Deferral Account balance does not exceed $25,000.




     (b) Election Procedures. A Participant shall specify the method of payment of
the Participant’s Deferral Account concurrently with the Participant’s annual Deferral
Election. If a Participant fails to specify a method of payment, the Participant’s Deferral
Account shall be distributed in a lump sum. A Participant shall not be permitted to amend
the Participant’s method of payment election.




     (c) Distributions to Specified Employees. 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.




     (d) Change in Control Acceleration Event. Notwithstanding any other provision
of the Plan, the entire balance to the credit of the Participant’s Deferral



7









 







Account (including any amounts credited to sub-accounts under Section 5.1), as
adjusted under Section 4.5 through the date of distribution, shall be distributed to
the Participant in a single lump sum payment within ninety (90) days after a Change in
Control Acceleration Event.



Section 5.3 Payment to Beneficiary.




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




     (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 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
Deferral Account 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.



8









 





     Section 5.4 Form of Distribution. Distribution of the Participant’s Deferral 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
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 any
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 payment of the entire amount of such benefits.




9









 








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 Company. 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 asset 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 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.



10









 





     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 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



11









 







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.




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



12









 







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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