PIEDMONT NATURAL GAS COMPANY, INC. DEFINED CONTRIBUTION RESTORATION PLAN Effective January 1, 2009

Exhibit 10.2

PIEDMONT NATURAL GAS COMPANY, INC.
DEFINED CONTRIBUTION RESTORATION PLAN

Effective January 1, 2009

TABLE OF CONTENTS

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

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

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.

     (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 ti