Agreement of Substitution



 EXHIBIT 4.10 
  
 AGREEMENT OF SUBSTITUTION AND AMENDMENT OF 
 COMMON SHARES RIGHTS AGREEMENT 
  
 This Agreement of
Substitution and Amendment is entered into as of December 18, 2003, by and between Piedmont Natural Gas Company, Inc., a North Carolina corporation (the “Company”) and American Stock Transfer and Trust Company, a New York banking
corporation (“AST”). 
  
 RECITALS 
  

	A.	On or about February 27, 1998, the Company entered into a Common Shares Rights Agreement (the “Rights Agreement”) with Wachovia Bank, N.A. (the “Predecessor
Agent”) as rights agent. 

  

	B.	The Company wishes to remove the predecessor Agent and substitute AST as right agent pursuant to Section 21 of the Rights Agreement. 

  

	C.	The Company has given the Predecessor Agent notice of removal of the Predecessor Agent as rights agent. 

  
 AGREEMENT 
  

NOW THEREFORE, in consideration of the foregoing and of other consideration, the sufficiency of which is hereby acknowledged, the parties agree as
follows: 
  

	1.	Section 21 of the Rights Agreement is hereby amended to provide that any successor rights agent shall, at the time of its appointment as rights agent, have combined capital and
surplus of at least $10 million rather than $100 million. 

  

	2.	The Company hereby appoints AST as rights agent pursuant to Section 21 of the Rights Agreement, to serve in that capacity for the consideration and subject to all of the terms and
conditions of the Rights Agreement. 

  

	3.	AST hereby accepts the appointment as rights agent pursuant to Section 21 of the Rights Agreement and agrees to serve in that capacity for the consideration and subject to all of
the terms and conditions of the Rights Agreement. 

  

	4.	From and after the effective date hereof, each and every reference in the Rights Agreement to a “Rights Agent” shall be deemed to be a reference to AST.










	5.	Section 26 of the Rights Agreement is amended to provide that notices or demands shall be addressed as follows (until another address is filed): 

  

	 If to the Company:
	  	 Piedmont Natural Gas Company, Inc.

	 	  	 1915 Rexford Road

	 	  	 Charlotte, North Carolina 28211

	 	  	 Attention: President and Chief Executive Officer

		
	 with a copy to:
	  	 Piedmont Natural Gas Company, Inc.

	 	  	 1915 Rexford Road

	 	  	 Charlotte, North Carolina 28211

	 	  	 Attention: Vice President, Corporate Counsel & Secretary

		
	 If to AST:
	  	 American Stock Transfer & Trust Company

	 	  	 59 Maiden Lane

	 	  	 New York, NY 10038

	 	  	 Attention: Shareholder Services Division


  

	6.	Except as expressly modified herein, the Rights Agreement shall remain in full force and effect. 

  

	7.	This Agreement of Substitution and Amendment may be executed in one or more counterparts, each of which shall together constitute one and the same document.


  
 IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed as of the dated indicated above. 
  

	 PIEDMONT NATURAL GAS COMPANY, INC.

	
	 By: /s/ Thomas E. Skains


	 Thomas E. Skains

	 President and Chief Executive Officer

	
	 AMERICAN STOCK TRANSER & TRUST COMPANY

	
	 By: /s/ Herbert J. Lemmer


	 Vice President

	 Name: Herbert J. Lemmer