PIEDMONT NATURAL GAS COMPANY, INC. VOLUNTARY DEFERRAL PLAN Effective November 1, 2008

Exhibit 10.1

PIEDMONT NATURAL GAS COMPANY, INC.
VOLUNTARY DEFERRAL PLAN

Effective November 1, 2008

TABLE OF CONTENTS

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.

     (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.

     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

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