Second Amendment to Piedmont Natural Gas Company, Inc. Defined Contribution Restoration Plan

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Summary

Piedmont Natural Gas Company, Inc. amends its Defined Contribution Restoration Plan following its merger with a Duke Energy Corporation subsidiary. The amendment changes the definition of the plan's oversight committee to the Compensation Committee of Duke Energy Corporation's Board of Directors or its delegate. All other terms of the plan remain unchanged. This amendment is effective as of the merger's closing date.

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EX-10.63.2 2 duk-20161231x10kxexx10632.htm INSTRUMENT OF SECOND AMENDMENT FOR PNY DEFINED CONTRIBUTION RESTORATION PLAN Exhibit
EXHIBIT 10.63.2

INSTRUMENT OF AMENDMENT FOR
PIEDMONT NATURAL GAS COMPANY, INC.
DEFINED CONTRIBUTION RESTORATION PLAN

THIS INSTRUMENT OF AMENDMENT (this "Instrument") is made and entered into
as of the 15th day of September, 2016, by PIEDMONT NATURAL GAS
COMPANY, INC., a North Carolina corporation (the "Company").

Statement of Purpose
The Company maintains the Piedmont Natural Gas Company, Inc. Defined Contribution
Restoration Plan (the "Plan"). In connection with the closing of the merger of Forest Subsidiary,
Inc., a wholly-owned subsidiary of Duke Energy Corporation, with and into the Company in
accordance with the Agreement and Plan of Merger dated as of October 24, 2015 (the "Merger"),
the Company desires to amend the Plan to change certain provisions related to the Piedmont
Natural Gas Benefits Plan Committee. In Section 6.1 of the Plan the Company has reserved the
right to amend the Plan in whole or in part at any time.
NOW, THEREFORE, the Company does hereby declare that the Plan is amended to read
as follows:
1. Effective as of the closing of the Merger, Section 2.l(b)(8) is amended in
its entirety to read as follows:
"Committee means the Compensation Committee of the Board of Directors of Duke Energy Corporation, or any delegate appointment by the Compensation Committee."
2. Except as expressly or by necessary implication amended hereby, the Plan shall
continue in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Instrument to be executed as of
the day and year first above written.

PIEDMONT NATURAL GAS COMP ANY, INC.


By: /s/ Kevin M. O’Hara
Kevin M. O’Hara