PIEDMONT NATURAL GAS CO INC
EMPLOYMENT AGREEMENT/FRANKLIN H. YOHO
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>3
<FILENAME>g80206exv10w23.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT/FRANKLIN H. YOHO
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.23

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT dated as of March 18, 2002, by and between
PIEDMONT NATURAL GAS COMPANY, INC., a North Carolina corporation (the
"Corporation"), and, FRANKLIN H. YOHO, a resident of Gaston County, North
Carolina (the "Officer").

                                  WITNESSETH:

         WHEREAS, the Board of Directors of the Corporation has determined that
the continued retention of the services of the Officer on a long-term basis as
described herein is in the best interest of the Corporation in that (a) it
promotes the stability of senior management of the Corporation; (b) it enables
the Corporation to obtain and retain the services of a well-qualified executive
officer with extensive contacts in the natural gas industry; and (c) it secures
the continued services of the Officer notwithstanding any change in control of
the Corporation; and

         WHEREAS, the services of the Officer, his experience and knowledge of
the Corporation's industry, and his reputation and contacts in the
Corporation's industry are valuable to the Corporation; and

         WHEREAS, the Corporation considers the establishment and maintenance
of a sound and vital management to be part of its overall corporate strategy
and to be essential to protecting and enhancing the best interests of the
Corporation and its stockholders; and

         WHEREAS, the parties desire to enter into this Agreement in order to
clearly set forth the terms and conditions of the Officer's employment
relationship with the Corporation; and

         WHEREAS, contemporaneous with this Agreement, the parties have entered
into a Severance Agreement (the "Severance Agreement"), which sets forth
certain rights and obligations of the Officer and certain rights and
obligations of the Corporation in the event of a "Potential Change of Control"
(as defined in the Severance Agreement) or following a "Change in Control" (as
defined in the Severance Agreement). Use of the phrases "Potential Change of
Control" and "Change in Control" herein shall have the meanings ascribed to
those phrases in the Severance Agreement.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereby agree as follows:

         1.       Employment. The Corporation hereby employs the Officer and
the Officer hereby accepts such employment, upon the terms and conditions
stated herein, as Senior Vice President of the Corporation. The Officer shall
render such administrative and management services to the Corporation as are
customarily performed by persons situated in a similar executive capacity. The
Officer shall promote the business of the Corporation and perform such other
duties as shall from time to time be reasonably prescribed by the Directors. It
is understood that the Officer's continued


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election as an officer of the Corporation is dependent upon action by the Board
of Directors of the Corporation from time to time and that, subject to the
provisions of Section 7 of this Agreement, the Officer's title and/or duties
may change from time to time; provided that following a Change in Control and
during the term of the Severance Agreement any action affecting a change in
title and/or duties shall be subject to the Severance Agreement.

         2.       Base Salary. The Corporation shall pay the Officer during the
term of this Agreement as compensation for all services rendered by him to the
Corporation a base salary in such amounts and at such intervals as shall be
commensurate with his duties and responsibilities hereunder. Initially such
base salary shall be at the rate of $235,000 per year. The Officer's base
salary may be increased from time to time to reflect the duties required of the
Officer. In reviewing the Officer's base salary, the Board of Directors of the
Corporation shall consider the overall performance of the Officer and the
service of the Officer rendered to the Corporation and its subsidiaries and
changes in the cost of living. The Board of Directors may also provide for
performance or merit increases. Participation by Officer in any incentive,
deferred compensation, stock option, stock purchase, bonus, pension, life
insurance or other employee benefit plans which may be offered by the
Corporation from time to time and participation in any fringe benefits provided
by the Corporation shall not cause a reduction of the base salary payable to
the Officer. The Officer will be entitled to such customary fringe benefits,
vacation and sick leave as are consistent with the normal practices and
established policies of the Corporation.

         3.       Participation in Incentive, Retirement and Employee Benefit
Plans; Fringe Benefits. The Officer shall be entitled to participate in any
plan relating to incentive compensation, stock options, stock purchase,
pension, thrift, profit sharing, group life insurance, medical coverage,
disability coverage, education, or other retirement or employee benefits that
the Corporation has adopted, or may from time to time adopt, for the benefit of
its executive employees and for employees generally, subject to the eligibility
rules of such plans.

         The Officer shall also be entitled to participate in any other fringe
benefits which are now or may be or become applicable to the Corporation's
executive employees, including the payment of reasonable expenses for attending
annual and periodic meetings of trade associations, and any other benefits
which are commensurate with the duties and responsibilities to be performed by
the Officer under this Agreement. Additionally, the Officer shall be entitled
to such vacation and sick leave as shall be established under uniform employee
policies promulgated by the Board of Directors. The Corporation shall reimburse
the Officer for all out-of-pocket reasonable and necessary business expenses
which the Officer may incur in connection with his service on behalf of the
Corporation.

         4.       Term. The initial term of employment under this Agreement
shall be for a one-year period commencing April 1, 2002; provided that this
Agreement shall automatically be extended to a full one-year period on each
successive day during the term of this Agreement. The effect hereof shall be
that the Agreement shall at all times remain subject to a term of one year,
unless (i) written notice has been given that the Agreement shall not be
extended as provided in this Section 4, or (ii) the Agreement is terminated
pursuant to Section 7. If written notice from the Corporation or the Officer is
delivered to the other party advising the other party that this Agreement is
not to be further extended, then upon such notice, the Agreement shall
terminate on the anniversary of the date of


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notice. Provided, further, no extension shall cause this Agreement to extend
beyond the date on which the Officer reaches 65 years of age. Upon any
extension, the base salary of the extended agreement shall be the base salary
in effect on the effective date of such extension.

         5.       Loyalty; Noncompetition

                  (a)      The Officer shall devote his best efforts to the
performance of his duties and responsibilities under this Agreement.

                  (b)      During the term of this Agreement, or any renewals
hereof, the Officer agrees he will not, own, manage, operate, join, control or
participate in the management, operation or control of, or be employed by or
connected in any manner with any business which competes with the Corporation
or any of its subsidiary corporations without the prior written consent of the
Corporation. Notwithstanding the foregoing, the Officer shall be free, without
such consent, to purchase or hold as an investment or otherwise, up to five
percent of the outstanding stock or other securities of any corporation which
has its securities publicly traded on any recognized securities exchange or in
any established over-the-counter market.

                  The Officer shall hold in confidence all knowledge or
information of a confidential nature with respect to the business of the
Corporation or any subsidiary of the Corporation received by him during the
term of this Agreement and will not disclose or make use of such information
without the prior written consent of the Corporation.

                  The Officer acknowledges that it would not be possible to
ascertain the amount of monetary damages in the event of a breach by the
Officer under the provisions of this Section 5 and agrees that, in the event of
a breach of this Section, injunctive relief enforcing the terms of this Section
is an appropriate remedy.

         6.       Standards. The Officer shall perform his duties and
responsibilities under this Agreement in accordance with such reasonable
standards expected of employees with comparable positions in comparable
organizations and as may be established from time to time by the Board of
Directors. The Corporation will provide the Officer with the working facilities
and staff customary for similar executives and necessary for him to perform his
duties.

         7.       Termination and Termination Pay.

                  (a)      Change of Control. Following a Change in Control and
during the term of the Severance Agreement, this Agreement shall become null
and void except with respect to any rights or obligations accruing prior to the
Change in Control and the rights and obligations of the Officer and the
Company, including any termination of the Officer, shall be subject to the
provisions of the Severance Agreement.

                  (b)      By Death. The Officer's employment under this
Agreement shall be terminated upon the death of the Officer during the term of
this Agreement, in which event the Officer's estate shall be entitled to
receive all compensation due the Officer through the last day of


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the calendar month in which his death shall have occurred.

                  (c)      By Total Disability. Except for that period of time
following a Change in Control and during the term of the Severance Agreement,
the Officer's employment under this Agreement shall be terminated upon the
total permanent disability of the Officer during the term of this Agreement, in
which event the Officer shall receive all compensation, including bonuses,
through the date of determination of such disability and for a period of 90
days thereafter. For purposes of this Section, the Officer shall be deemed to
have suffered permanent disability upon the determination of such status by the
United States Social Security Administration or a certification to such effect
by the Officer's regular physician.

                  (d)      By Officer. Except as provided in Section 4 of the
Severance Agreement, the Officer's employment under this Agreement may be
terminated at any time by the Officer upon 60 days' written notice to the Board
of Directors. Upon such termination, the Officer shall be entitled to receive
all compensation, including bonuses, through the effective date of such
termination.

                  (e)      By Corporation. Except for that period of time
following a Change of Control and during the term of the Severance Agreement,
the Board of Directors may terminate the Officer's employment at any time, but
any such termination by the Board of Directors, other than termination for
cause, shall not prejudice the Officer's right to continue to receive payment
of all compensation and the continuance of benefits for a period of 12 months
from the effective date of termination or until such time as the Officer
reaches 65 years of age (whichever is less) as provided below. The Officer
shall have no right to receive compensation or other benefits (other than
vested benefits) for any period after "termination for cause." Termination for
cause shall mean termination because of the Officer's personal dishonesty,
incompetence, willful material misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful material
violation of a law, rule or regulation (other than traffic or traffic-related
violations or similar offenses) or final cease-and-desist order, or material
breach of any provisions of this Agreement.

                  (f)      Costs and Expenses. In the event any dispute shall
arise between the Officer and the Corporation as to the terms or interpretation
of this Agreement, including this Section 7, whether instituted by formal legal
proceedings or otherwise, including any action taken by Officer to enforce the
terms of this Section 7 or in defending against any action taken by the
Corporation, the Corporation shall reimburse the Officer for all costs and
expenses, proceedings or actions in the event the Officer prevails in any such
action.

         8.       Successors and Assigns.

                  (a)      This Employment Agreement shall inure to the benefit
of and be binding upon any corporate or other successor of the Corporation that
shall acquire, directly or indirectly, by conversion, merger, consolidation,
purchase or otherwise, all or substantially all of the assets of the
Corporation.

                  (b)      Since the Corporation is contracting for the unique
and personal skills of the Officer, the Officer shall be precluded from
assigning or delegating his rights or duties hereunder


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without first obtaining the written consent of the Corporation.

         9.       Modification; Waiver; Amendments. No provision of this
Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing, signed by the Officer and on
behalf of the Corporation by such officer as may be specifically designated by
the Board of Directors. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time. No amendments or additions to this Agreement
shall be binding unless in writing and signed by both parties, except as herein
otherwise provided. Any modification, waiver or amendment shall be made
consistent with the terms and conditions of the Severance Agreement.

         10.      Applicable Law. This Agreement shall be governed in all
respects whether as to validity, construction, capacity, performance or
otherwise, by the laws of North Carolina.

         11.      Severability. The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first hereinabove written.


                                     CORPORATION:


ATTEST:                              Piedmont Natural Gas Company, Inc.



   /s/ Martin C. Ruegsegger

         Secretary
                                     By:  /s/ W. F. Schiefer
                                        ----------------------------------


                                     OFFICER:



                                     /s/ Franklin H. Yoho                 (SEAL)
                                     -------------------------------------

Employment Agreement reviewed and approved by the Board of Directors this ___
Day of March, 2002.



                                     BY: /s/ J. W. Harris
                                        ----------------------------------
                                        Chairman of Compensation Committee


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