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