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Supplemental Executive Benefit Plan

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Sectors: Energy
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: November 01, 2004
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Piedmont Natural Gas Company, Inc.

Supplemental Executive Benefit Plan

(Amended and Restated as of November 1, 2004)

1

Piedmont Natural Gas Company, Inc.
Supplemental Executive Benefit Plan
(Amended and Restated as of November 1, 2004)

Table of Contents

Page Article I NAME AND PURPOSE
1.1
1.2 Name
Purpose Article II CONSTRUCTION, DEFINITIONS AND APPLICABLE LAW
2.1
2.2 Construction and Definitions
Applicable Law Article III PARTICIPATION
3.1
3.2 General
Eligibility Article IV BENEFITS
4.1
4.2
4.3
4.4
Insurance Benefit
Tax Gross-Up
Supplemental Retirement Benefit
Disability Article V ADMINISTRATION
5.1 Committee Article VI AMENDMENT AND TERMINATION
6.1
6.2
6.3
6.4 Amendment of Plan
Termination of Plan
Effective Date and Procedure for Amendment or Termination
Effect of Amendment or Termination on Certain Benefits Article VII MISCELLANEOUS
7.1
7.2
7.3 Spendthrift Clause
Benefits Payable From General Assets of the Company
Benefits Limited to the Plan Article VIII CLAIMS PROCEDURE
8.1 Claims Procedure.

2

Piedmont Natural Gas Company, Inc.
Supplemental Executive Benefit Plan
(Amended and Restated as of November 1, 2004)

ARTICLE I

NAME AND PURPOSE

1.1 Name . The Plan shall be known as the " Piedmont Natural Gas Company, Inc. Supplemental Executive Benefit Plan."

1.2 Purpose . The purpose of the Plan is to provide certain Key Employees of the Company who are designated as Participants in this Plan with certain benefits in accordance with the provisions of the Plan. It is the intention of the Company that the Plan be an unfunded arrangement for the purpose of providing life insurance and retirement income benefits for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended (" ERISA" ).

ARTICLE II

CONSTRUCTION, DEFINITIONS AND APPLICABLE LAW

2.1 Construction and Definitions .

(a) Construction .

(1) Headings . Article, section and paragraph headings have been inserted for convenience of reference only in the Plan 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.

(2) Section 409A Savings Clause . If any provision or provisions of Section 4.3 would cause any amount to be includible in gross income of a Participant eligible for a Supplemental Retirement Benefit prior to the first day of the Benefit Period or subject such Participant to penalties or interest under Section 409A of the Internal Revenue Code of 1986, as amended, such provision or provisions shall be interpreted or modified to the extent necessary so that no such amount will be included in such Participant' s gross income prior to the first day of the Benefit Period and no such penalties and interest will be incurred.

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

(1) Benefit Period means the period during which any Supplemental Retirement Benefit is payable, beginning as of the first day of the seventh (7th) month following the Participant' s Retirement and continuing for the number of months specified in the applicable Participation Agreement; provided, however, that the Benefit Period shall not extend beyond the date of the Participant' s death.

(2) Claim means a claim for benefits under the Plan.
(3) Claimant means a person making a Claim.

(4) Company means Piedmont Natural Gas Company, Inc. and any successors or assigns.

(5) Compensation Committee or Committee means the Compensation Committee of the Board of Directors of the Company.

(6) Disability means, with respect to a Participant, " Disability" as defined in the Company' s Long Term Disability Plan.

(7) Insurance Benefit means the Company' s payment of premiums on a Policy owned by a Participant pursuant to a Participation Agreement as described in Section 4.1.

(8) Key Employee means a person employed by the Company who is a member of a select group of management or highly compensated employees.

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

(10) Participation Agreement means the agreement entered into between a Participant and the Company describing the Plan Benefits to which the Participant is entitled. A Participant may enter into separate Participation Agreements with respect to the Participant' s Insurance Benefit and, if applicable, the Participant' s Supplemental Retirement Benefit.

(11) Plan means the Piedmont Natural Gas Company, Inc. Supplemental Executive Benefit Plan, as amended from time to time.

(12) Plan Benefit means, with respect to a Participant, the Participant' s Insurance Benefit and, if applicable, the Participant' s Supplemental Retirement Benefit.

(13) Policy means a life insurance policy issued by an insurance carrier selected by the Company insuring the life of a Participant and owned by the Participant. The initial face amount of the death benefit of each Participant' s Policy shall be identified in the applicable Participation Agreement.

(14) Retirement means, with respect to a Participant, such Participant' s termination of employment with the Company after having attained age sixty-five (65), or any other age specified in the Participant' s applicable Participation Agreement.

(15) Supplemental Retirement Benefit means the monthly retirement benefits, if any, payable to a Participant pursuant to a Participation Agreement as described in Section 4.3.

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

3.1 General . No person shall become a Participant unless or until such person is or becomes a Key Employee.

3.2 Eligibility . The Compensation Committee, in its sole and exclusive discretion, shall determine which Key Employees shall become Participants. Designation of Key Employees as
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