Substitution Agreement: Definition, Example
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What is a Substitution Agreement?
A substitution agreement is a contract between two parties in which one party agrees to replace the other if they are unable to complete their obligations. The terms of this agreement can cover anything from filling in for someone on an emergency basis or stepping into a temporary or permanent position.
As an example, a substitution agreement may be implemented when a boss needs an employee to work the boss’s shift because the boss has to take care of their sick child. A substitution agreement may also be used by individuals who need help running their household while they're out of town due to vacation plans or illness. This type of arrangement could involve hiring a housekeeper or babysitter and would likely include reimbursement for expenses incurred during that time period.
Substitution Agreement Sample
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 |
Reference:
Security Exchange Commission - Edgar Database, EX-4.10 5 dex410.htm AGREEMENT OF SUBSTITUTION, Viewed December 14, 2021, View Source on SEC.
Who Helps With Substitution Agreements?
Lawyers with backgrounds working on substitution agreements work with clients to help. Do you need help with a substitution agreement?
Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate substitution agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.
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Meet some of our Substitution Agreement Lawyers
Alton H.
Alton H.
I am a U.S.-licensed attorney with more than a decade of experience in complex litigation and intellectual property matters. I have practiced at leading Am Law firms including Pillsbury Winthrop Shaw Pittman, Arent Fox, and Sughrue Mion, and I currently operate my own law practice. I have extensive experience handling high-stakes patent litigation, drafting pleadings and briefs, managing large-scale discovery, preparing and defending depositions, and appearing before federal courts and administrative bodies such as the PTAB and ITC. I hold a J.D., cum laude, from The George Washington University Law School and advanced technical degrees in chemistry and chemical engineering, which allow me to efficiently handle technically complex matters. I am admitted in multiple jurisdictions, including New York, Virginia, New Jersey, and the District of Columbia, and I regularly provide high-quality remote legal support to clients nationwide.
"Alton was responsive, thorough, and clear. He reviewed a consulting agreement against my prior employer’s restrictive covenants under two states’ law, delivered a practical risk memo and a redline I could send as is, and caught an issue I hadn’t asked about. Flat fee, on time, no surprises."
December 9, 2025
Kevin F.
Hi, I’m Kevin Flaherty, an Illinois-licensed attorney with extensive experience negotiating and drafting complex commercial agreements for engineering firms, technology companies, public agencies, and small-to-mid-sized businesses. Over the course of my career, I’ve: Led negotiations on domestic and international contracts, including engineering services agreements, EPC arrangements, SaaS licensing, MSAs, purchase/supply agreements, NDAs, and other mission-critical commercial documents. Developed risk-allocation strategies around indemnities, liability limits, flow-downs, multi-party contracting structures, and high-stakes project frameworks. Built contract playbooks, drafting standards, review matrices, and workflows designed to help clients understand their risks clearly and move deals forward with confidence. Provided training and guidance to internal teams and leadership on contract strategy, compliance considerations, and best practices. I bring not only legal expertise, but also a practical, problem-solving mindset—translating dense legal terms into actionable business decisions and helping clients protect their interests without losing momentum.
January 6, 2026
Robert F.
I’m a commercial contracts attorney who helps growing companies get out of contract chaos and into something sustainable. I focus on the agreements that sit at the core of how companies operate—customer contracts, vendor deals, SaaS agreements, and supply and distribution relationships. Before going independent, I worked in private practice and embedded legal roles supporting technology, consumer goods, and manufacturing businesses. That experience shaped a practical, business-first approach to contracts: clear drafting, efficient negotiation, and advice grounded in how companies actually operate. I hold the CIPP/US credential and have completed AI governance training, which informs my work on data, privacy, and AI-adjacent risk terms commonly found in modern commercial agreements. If you want contracts that are clear, balanced, and usable by the people who sign and manage them, that’s where I’m most effective.
Aury L.
I am an experienced U.S. attorney focused on contract drafting, review, and transactional legal support for businesses and individuals. My practice emphasizes clear, practical, and risk-focused legal guidance across commercial agreements, corporate matters, and regulatory compliance. I work efficiently in remote, document-based engagements and prioritize responsiveness, precision, and business-oriented solutions. Clients value my ability to translate complex legal issues into actionable advice and well-structured agreements that support their objectives while minimizing risk.
John P.
specializes in corporate governance, data privacy, intellectual property, and employment law. A former VP of Legal & Compliance and interim CFO, he has led legal operations across fundraising, acquisitions, and data privacy initiatives.
January 22, 2026
Kevin G.
For more than three decades, Kevin M. Gross has served as a trusted legal advisor to senior management and executive teams providing guidance on global compliance issues (anti-corruption, trade regulation, AML/KYC, privacy, and conflicts of interest), strategic concerns, due diligence, and risk mitigation strategies. In 2020, he founded C&R Consulting Group LLC to provide practical, cost-effective compliance and risk services to small and medium sized businesses. Prior to starting his own consulting firm, Kevin worked at Penumbra, Inc., a global healthcare company that manufactures and sells medical devices to healthcare providers, hospitals and clinics in more than 100 countries. At Penumbra, Kevin was the primary legal advisor to the company’s international sales and marketing executives. In addition, as Penumbra’s principal compliance lawyer, he conducted risk assessments and provided guidance and solutions to Penumbra’s internal compliance team. He oversaw due diligence on Penumbra’s international distributors, regulatory and sales agents, and other commercial partners. Prior to joining Penumbra, Kevin spent 15 years inside Chevron’s legal, compliance and upstream law departments, where he advised senior management on the company’s compliance and risk programs. Kevin overhauled Chevron’s hotline and investigations programs, strengthened internal controls and compliance procedures, and developed best practices and training for compliance personnel and investigators. Kevin also managed and conducted dozens of sensitive, high-profile investigations across six continents (internal and external), including FCPA, cybersecurity threats, and high-value theft and procurement frauds. Kevin directed outside counsel responses to SEC and DOJ inquiries, which were terminated without further action. He developed and conducted FCPA and compliance training for leadership teams and others across the enterprise. Prior to his tenure at Chevron, Kevin spent a decade as a senior enforcement attorney at the US Securities and Exchange Commission Division of Enforcement. At the SEC, he investigated and prosecuted cases involving securities fraud, insider trading, accounting fraud, options backdating, Ponzi schemes, and FCPA violations. Kevin filed and litigated SEC administrative and federal court actions against companies and individuals accused of violating federal securities laws. Early in his career, Kevin was a commercial litigator at Faegre Drinker LLP, an AmLaw 100 firm where he oversaw the investigation and resolution of insurance coverage disputes and other commercial litigation matters. In this role, Kevin took and defended hundreds of depositions, argued dozens of motions, and brought several cases to jury trials in US district courts. Kevin has received numerous accolades from clients and industry leaders, and is a frequent speaker at ACC, ACI, BECA, Consero and other conferences.
Neil R.
Neil Rust is a transactional attorney with almost four decades of experience ranging across a broad range of fields, including M&A, finance, structured finance, VC and general corporate. Before moving to Oregon, Mr. Rust was a partner at the Los Angeles office of an international law for 26 years and the Century City office of a national law firm for 5 years. During his big firm tenure, Neil Rust gathered experience across multiple industries and enjoys counselling clients as much as drafting and negotiating.
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