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                                                               EXECUTION VERSION

                                                                    EXHIBIT 10.3

                              WILLBROS GROUP, INC.

                    2.75% CONVERTIBLE SENIOR NOTES DUE 2024

                         REGISTRATION RIGHTS AGREEMENT

                                                                  March 12, 2004

Bear, Stearns & Co. Inc.
CIBC World Markets Corp.
Credit Lyonnais Securities (USA) Inc.
c/o Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, NY 10179

Ladies and Gentlemen:

      This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into by
and among Willbros Group, Inc., a corporation organized under the laws of the
Republic of Panama (the "Company") and the initial purchasers (the "Initial
Purchasers") named in the Purchase Agreement (as defined herein).

      The Company and the Initial Purchasers are parties to the Purchase
Agreement dated March 4, 2004 (the "Purchase Agreement"), which provides for the
sale by the Company to the Initial Purchasers of up to $70 million aggregate
principal amount of the Company's 2.75% Convertible Senior Notes due 2024 (the
"Notes" or the "Securities"). The Securities will be convertible into fully
paid, nonassessable shares of common stock, par value $0.05 per share, of the
Company on the terms, and subject to the conditions, set forth in the Indenture
(as defined herein). As an inducement to the Initial Purchasers to enter into
the Purchase Agreement, the Company has agreed to provide to the Initial
Purchasers and their direct and indirect transferees the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the closing under the Purchase Agreement.

      In consideration of the foregoing, the parties hereto agree as follows:

      1.    Definitions.

      (a)   Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Purchase Agreement. As used in this Agreement,
the following defined terms shall have the following meanings:

      "Additional Interest" has the meaning assigned thereto in Section 7(a)
hereof.

      "Additional Shares" has the meaning assigned thereto in Section 7(a)
hereof.

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      "Affiliate" has the meaning assigned thereto in Rule 405 under the
Securities Act.

      "Agreement" means this Registration Rights Agreement, as amended, modified
or otherwise supplemented from time to time in accordance with the terms hereof.

      "Applicable Stock" has the meaning assigned thereto in Section 1.1 of the
Indenture.

      "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.

      "Commission" means the United States Securities and Exchange Commission,
or any other federal agency at the time administering the Exchange Act or the
Securities Act, whichever is the relevant statute for the particular purpose.

      "Common Stock" has the meaning assigned thereto in Section 1.1 of the
Indenture.

      "Company" has the meaning assigned thereto in the preamble hereto.

      "Conversion Price" has the meaning assigned thereto in Section 1.1 of the
Indenture.

      "DTC" means The Depository Trust Company.

      "Effective Time" means the time at which the Commission declares any Shelf
Registration Statement effective or at which any Shelf Registration Statement
otherwise becomes effective.

      "Effectiveness Period" has the meaning assigned thereto in Section 2(b)(i)
hereof.

      "Effectiveness Target Date" has the meaning assigned thereto in Section
2(a) hereof.

      "Exchange Act" means the United States Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

      "Holder" means any person that is the record owner of Registrable
Securities (and includes any person that has a beneficial interest in any
Registrable Security in book-entry form).

      "Indenture" means the Indenture, dated as of March 12, 2004, between the
Company and JPMorgan Chase Bank, pursuant to which the Securities are to be
issued, and as amended and supplemented from time to time in accordance with its
terms.

      "Interest Payment Date" has the meaning assigned thereto in Section 1.1 of
the Indenture.

      "Issue Date" means the first date of original issuance of the Securities.

      "Majority of Holders" means Holders holding more than 50% of the aggregate
principal amount of the Securities outstanding; provided, that, for purpose of
this definition, a Holder of

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shares of Common Stock that constitute Registrable Securities shall be deemed to
hold an aggregate principal amount of Securities (in addition to the principal
amount of Securities held by such Holder, if any) equal to the product of (x)
the number of such shares of Common Stock that constitute Registrable Securities
held by such Holder and (y) the Conversion Price in effect at the time of such
calculation as determined in accordance with the Indenture.

      "Majority of Notice Holders" has the meaning assigned thereto in Section
3(p) hereof.

      "Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Election and Questionnaire substantially in the form of
Annex A to the Offering Memorandum.

      "Notice Holder" has the meaning assigned thereto in Section 3(a)(i)
hereof.

      "Offering Memorandum" means the Offering Memorandum dated March 4, 2004
setting forth the information regarding the Company, the Securities and the
terms of the offering contemplated by the Purchase Agreement.

      "Person" means an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

      "Prospectus" means the prospectus included in any Shelf Registration
Statement, as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Securities
covered by any Shelf Registration Statement and by all other amendments and
supplements to such prospectus, including all material incorporated by reference
in such prospectus and all documents filed after the date of such prospectus by
the Company under the Exchange Act and incorporated by reference therein.

      "Purchase Agreement" has the meaning assigned thereto in the preamble
hereof.

      "Registrable Securities" means all or any portion of the Securities issued
from time to time under the Indenture and all of the shares of Common Stock
issued upon conversion of such Securities until, in the case of any such
securities, the earliest of:

            (x) the date on which such security has been registered under the
      Securities Act and disposed of pursuant to an effective registration
      statement; provided that, if such security is a share of Common Stock
      issued upon conversion of a Security that has been so registered and
      disposed of, the date on which the Security that was converted was
      registered and disposed of;

            (y) the date on which such security is distributed to the public
      pursuant to Rule 144 under the Securities Act or may be sold or
      transferred by a person who is not an Affiliate of the Company pursuant to
      Rule 144 under the Securities Act (or any other similar provision then in
      force) without any volume or manner of sale restrictions thereunder; and

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            (z) the date on which such securities cease to be outstanding
      (whether as a result of redemption or repurchase and cancellation,
      conversion or otherwise).

      "Registration Default" has the meaning assigned thereto in Section 7(a)
hereof.

      "Registration Default Period" has the meaning assigned thereto in Section
7(a) hereof.

      "Securities" has the meaning assigned thereto in the preamble hereto.

      "Securities Act" means the United States Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.

      "Shelf Filing Deadline" has the meaning assigned thereto in Section 2(a)
hereof.

      "Shelf Registration" means a registration effected pursuant to Section 2
hereof.

      "Shelf Registration Statement" means a registration statement filed under
the Securities Act by the Company pursuant to the provisions of Section 2 hereof
providing for the registration of, and the sale on a continuous or delayed basis
pursuant to Rule 415 under the Securities Act and/or any similar rule that may
be adopted by the Commission by the Holders of all the Registrable Securities
for which Holders have properly completed, executed and delivered to the Company
a Notice and Questionnaire, including the Prospectus contained therein, any
amendments and supplements to such registration statement, including
post-effective amendments, and all exhibits and all material incorporated by
reference in such registration statement, and any additional registration
statements filed under the Securities Act to permit the registration and sale of
Registrable Securities pursuant to Section 3(a)(ii) hereof.

      "Suspension Period" has the meaning assigned thereto in Section 2(c)
hereof.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, or any
successor thereto, and the rules, regulations and forms promulgated thereunder,
as the same shall be amended from time to time.

      "Underwriter" means any underwriter, or any person deemed to be an
underwriter pursuant to the Securities Act and Exchange Act and the respective
rules and regulations thereunder, as in effect at any relevant time, of
Registrable Securities in connection with an offering thereof under a Shelf
Registration Statement.

      "Underwriting Majority" means on any date, Holders holding at least
66 2/3% of the aggregate principal amount of the Securities outstanding on such
date; provided, that for the purpose of this definition, a Holder of shares of
Common Stock that constitute Registrable Securities when issued upon conversion
of Securities shall be deemed to hold an aggregate principal amount of
Securities (in addition to the principal amount of Securities held by such
Holder, if any) equal to the product of (x) the number of such shares of Common
Stock that are Registrable Securities held by such Holder and (y) the Conversion
Price in effect at the time of such calculation as determined in accordance with
the Indenture.

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      "Underwritten Offering" means an offering in which securities of the
Company are sold to one or more underwriters for reoffering to the public.

      (b)   Wherever there is a reference in this Agreement to a percentage of
the "principal amount" of Registrable Securities or to a percentage of
Registrable Securities, each share of Common Stock issued upon conversion of the
Securities shall represent a principal amount or percentage of Registrable
Securities determined based on a quotient, (i) the numerator of which shall be
equal to the aggregate principal amount of Securities issued, less the aggregate
principal amount of Securities outstanding as of the date of determination, and
(ii) the denominator of which shall be equal to the aggregate number of shares
of Common Stock issued upon conversion of the Securities as of the date of
determination.

      2.    Shelf Registration.

      (a)   The Company shall, no later than 90 calendar days following the
Issue Date (the "Shelf Filing Deadline"), file with the Commission a Shelf
Registration Statement relating to the offer and sale of the Registrable
Securities by the Holders from time to time in accordance with the methods of
distribution elected by such Holders and, thereafter, shall use its reasonable
best efforts to cause such initial Shelf Registration Statement to be declared
effective under the Securities Act no later than 180 calendar days following the
Issue Date (the "Effectiveness Target Date"); provided, however, that no Holder
shall be entitled to be named as a selling securityholder in any Shelf
Registration Statement as of the date it is declared effective or to use the
Prospectus forming a part thereof for offers and resales of Registrable
Securities unless such Holder is a Notice Holder. The Company shall use its
reasonable best efforts to prevent any securities, other than the Registrable
Securities, from being registered on a Shelf Registration Statement, including,
without limitation, by offering to register any such securities on a separate
registration statement filed under the Securities Act.

      (b)   Subject to Section 2(c) hereof, the Company shall use its reasonable
best efforts:

            (i)   to keep any Shelf Registration Statement continuously
      effective, supplemented and amended as required by the provisions of
      Section 3(j) hereof, in order to permit the Prospectus forming a part
      thereof to be usable by Holders until the earlier of (1) two years from
      the last date of original issuance of any Securities or (2) such shorter
      period ending on the date that (x) all of the Holders of Registrable
      Securities who are not Affiliates of the Company are able to sell their
      Registrable Securities immediately without restriction pursuant to Rule
      144(k) under the Securities Act or any successor rule thereto, (y) all
      Registrable Securities registered under the Shelf Registration Statements
      of each Holder that has properly completed, executed and delivered a
      Notice and Questionnaire to the Company as provided in Section 3(a) hereof
      have been sold and (z) all Registrable Securities have ceased to be
      outstanding (such period being referred to herein as the "Effectiveness
      Period"); and

            (ii)  after the Effective Time of the initial Shelf Registration
      Statement and for the duration of the Effectiveness Period, after the
      receipt of a properly completed and

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      signed Notice and Questionnaire from any Holder of Registrable Securities
      that is not then a Notice Holder, to take the actions provided for in
      Section 3(a)(ii) hereof.

The Company shall be deemed not to have used its reasonable best efforts to keep
any Shelf Registration Statement effective during the Effectiveness Period if
the Company voluntarily takes any action that would result in Holders of
Registrable Securities covered thereby not being able to offer and sell any of
such Registrable Securities under such Shelf Registration Statement during that
period, unless such action is (A) required by applicable law and the Company
thereafter promptly complies with the requirements of Section 3(j) below or (B)
permitted pursuant to Section 2(c) below.

      (c)   After the Effective Time of the initial Shelf Registration
Statement, the Company may suspend the use of any Prospectus by written notice
to the Holders for a period or periods not to exceed an aggregate of 30 calendar
days in any 90-calendar day period, and not to exceed 120 calendar days in any
360-day period (each such period, a "Suspension Period") if:

            (i)   an event has occurred and is continuing as a result of which
      the Shelf Registration Statement would, in the Company's judgment, contain
      an untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading; and

            (ii)  the Company determines in good faith that the disclosure of
      such event at such time would have a material adverse effect on the
      Company and its subsidiaries taken as a whole;

provided, that in the event the disclosure relates to a proposed or pending
material business transaction that is previously not disclosed publicly, the
disclosure of which would impede the Company's ability to consummate such
transaction, the Company may extend a Suspension Period from 30 calendar days to
45 calendar days; provided, however, that any such extension of a Suspension
Period shall be included in calculating the 120 calendar days referred to above.

      3.    Registration Procedures. In connection with the Shelf Registration
Statements, the following provisions shall apply:

            (a)   (i)   Not less than 30 calendar days prior to the intended
      Effective Time of the initial Shelf Registration Statement, the Company
      shall distribute the Notice and Questionnaire to the Holders of
      Registrable Securities. The Company shall take action to name as a selling
      securityholder in the initial Shelf Registration Statement at the time of
      its effectiveness each Holder that properly completes, executes and
      delivers a Notice and Questionnaire to the Company at the address of the
      Company set forth in the Notice and Questionnaire (a "Notice Holder")
      prior to or on the 20th calendar day after such Holder's receipt thereof
      so that such Holder is permitted to deliver the Prospectus forming a part
      thereof as of such time to purchasers of such Holder's Registrable
      Securities in accordance with applicable law. The Company shall not be
      required to take any action to name any Holder as a selling securityholder
      in the initial Shelf Registration Statement at the time of its
      effectiveness or to enable any Holder to use the Prospectus forming a part

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      thereof for resales of Registrable Securities unless such Holder has
      returned a properly completed and signed Notice and Questionnaire to the
      Company in a timely manner.

            (ii)  After the Effective Time of the initial Shelf Registration
      Statement, the Company shall, upon the request of any Holder of
      Registrable Securities that is not then a Notice Holder, promptly send a
      Notice and Questionnaire to such Holder. After the Effective Time of the
      initial Shelf Registration Statement, the Company shall (A) after the date
      that a completed and signed Notice and Questionnaire is delivered to the
      Company, prepare and file with the Commission (x) a supplement to the
      Prospectus as promptly as practicable or, if required by applicable law, a
      post-effective amendment to the Shelf Registration Statement or an
      additional Shelf Registration Statement as promptly as practicable after
      the end of each fiscal quarter of the Company and (y) any other document
      required by applicable law, so that the Holder delivering such Notice and
      Questionnaire is named as a selling securityholder in a Shelf Registration
      Statement and is permitted to deliver the Prospectus to purchasers of such
      Holder's Registrable Securities in accordance with applicable law, and (B)
      if the Company shall file a post-effective amendment to the Shelf
      Registration Statement, or an additional Shelf Registration Statement, use
      its reasonable best efforts to cause such post-effective amendment or such
      additional Shelf Registration Statement to become effective under the
      Securities Act as promptly as is practicable; provided, however, that if a
      Notice and Questionnaire is delivered to the Company during a Suspension
      Period, the Company shall not be obligated to take the actions set forth
      in this clause (ii) until the Termination of the Suspension Period.

      (b)   Before filing any Shelf Registration Statement or Prospectus or any
amendments or supplements (other than supplements or post-effective amendments
solely for the purpose of naming one or more Notice Holders as selling
securityholders) thereto with the Commission, the Company shall furnish to the
Initial Purchasers copies of all such documents proposed to be filed and use
reasonable best efforts to reflect in each such document when so filed with the
Commission such comments as the Initial Purchasers reasonably shall propose
within five Business Days of the delivery of such copies to the Initial
Purchasers.

      (c)   The Company shall promptly take such action as may be necessary so
that (i) each of the Shelf Registration Statements and any amendment thereto and
the Prospectus forming a part thereof and any amendment or supplement thereto
(and each report or other document incorporated therein by reference in each
case) complies in all material respects with the Securities Act and the Exchange
Act, as in effect at any relevant time, (ii) each of the Shelf Registration
Statements and any amendment thereto does not, when it becomes effective,
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and (iii) each Prospectus forming a part of any Shelf Registration
Statement, and any amendment or supplement to such Prospectus, in the form
delivered to purchasers of the Registrable Securities during the Effectiveness
Period does not include an untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.

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      (d)   The Company shall promptly give written notice to, in the case of
clauses (i) and (ii) below, the Initial Purchasers and, in the case of clause
(ii) and the remaining clauses below, each Notice Holder (which written notice
pursuant to clauses (iv)-(vii) hereof shall be accompanied by an instruction to
such Notice Holders to suspend the use of the Prospectus until the requisite
changes have been made, which written notice need not specify the nature of the
event giving rise to such suspension):

            (i)   when the initial Shelf Registration Statement has been filed
      with the Commission;

            (ii)  when the initial Shelf Registration Statement has become
      effective;

            (iii) when any Prospectus supplement, additional Shelf Registration
      Statement or post-effective amendment to a Shelf Registration Statement
      has been filed with the Commission and, with respect to a Shelf
      Registration Statement or any post-effective amendment, when the same has
      been declared effective by the Commission;

            (iv)  of any request by the Commission for amendments or supplements
      to any Shelf Registration Statement or the Prospectus included therein or
      for additional information related thereto after any such Shelf
      Registration Statement has become effective;

            (v)   of the issuance by the Commission of any stop order suspending
      the effectiveness of any Shelf Registration Statement under the Securities
      Act or the initiation of any proceedings for such purpose;

            (vi)  of the receipt by the Company of any notification with respect
      to the suspension of the qualification of the securities included in any
      Shelf Registration Statement for sale in any jurisdiction or the
      initiation of any proceeding for such purpose; and

            (vii) of the happening of any event or the existence of any state of
      facts that requires the making of any changes in any Shelf Registration
      Statement or the Prospectus included therein so that, as of such date,
      such Shelf Registration Statement and Prospectus do not contain an untrue
      statement of a material fact and do not omit to state a material fact
      required to be stated therein or necessary to make the statements therein
      (in the case of the Prospectus, in light of the circumstances under which
      they were made) not misleading.

      (e)   The Company shall use its best efforts to prevent the issuance, and,
if issued, to obtain the withdrawal at the earliest possible time, of any order
suspending the effectiveness of any Shelf Registration Statement.

      (f)   As promptly as reasonably practicable furnish to the Initial
Purchasers and each Notice Holder, upon their written request and without
charge, at least one conformed copy of the applicable Shelf Registration
Statement and any amendment thereto, including financial statements and
schedules but excluding all documents incorporated or deemed to be incorporated

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therein by reference and all exhibits (unless requested in writing to the
Company by the Initial Purchasers or such Notice Holder, as the case may be).

      (g)   The Company shall, during the Effectiveness Period, deliver to each
Notice Holder, without charge, as many copies of each Prospectus in which the
Notice Holder is listed as a selling securityholder included in the applicable
Shelf Registration Statement and any amendment or supplement thereto as such
Notice Holder may reasonably request; and the Company consents (except during a
Suspension Period or during the continuance of any event or any other state of
facts described in Section 3(d)(iv)-(vii) above) to the use of the Prospectus
and any amendment or supplement thereto by each of the Notice Holders in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus and any amendment or supplement thereto during the Effectiveness
Period.

      (h)   Prior to any offering of Registrable Securities pursuant to a Shelf
Registration Statement, the Company shall:

            (i)   register or qualify or cooperate with the Notice Holders or
      their Underwriter, if any, and their respective counsel in connection with
      the registration or qualification of such Registrable Securities for offer
      and sale under the securities or "blue sky" laws of such jurisdictions
      within the United States as any Notice Holder may reasonably request;

            (ii)  keep such registrations or qualifications in effect and comply
      with such laws so as to permit the continuance of offers and sales in such
      jurisdictions for so long as may be necessary during the Effectiveness
      Period to enable any Notice Holder or underwriter, if any, to complete its
      distribution of Registrable Securities pursuant to such Shelf Registration
      Statement; and

            (iii) take any and all other actions necessary or advisable to
      enable the offer and sale in such jurisdictions of such Registrable
      Securities;

provided, however, that in no event shall the Company be obligated to (A)
register or qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to so qualify but for this
Section 3(h) or (B) subject itself to general or unlimited service of process or
to taxation in any such jurisdiction if (or to the extent it is) not now so
subject.

      (i)   Unless the Registrable Securities shall be in book-entry only
form, the Company shall cooperate with the Notice Holders to facilitate the
timely preparation and delivery of certificates representing Registrable
Securities to be sold pursuant to any Shelf Registration Statement, which
certificates, if so required by any securities market or exchange upon which any
Registrable Securities are quoted or listed, shall be penned, lithographed or
engraved, or produced by any combination of such methods, on steel engraved
borders, and which certificates shall be free of any restrictive legends and in
such permitted denominations and registered in such names as Notice Holders may
request in connection with the sale of Registrable Securities pursuant to such
Shelf Registration Statement.

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      (j)   During the Effectiveness Period, upon the occurrence of any fact or
event contemplated by Sections 3(d)(iv)-(vii) above, subject to Section 2(c)
hereof, the Company shall promptly, but in any event within five Business Days
following such occurrence, prepare, file and, in the case of a post-effective
amendment, have declared effective a post-effective amendment to any Shelf
Registration Statement, a supplement to the related Prospectus included therein
or file any other document with the Commission so that, as thereafter delivered
to purchasers of the Registrable Securities, the Prospectus will not contain an
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, and will otherwise be effective and usable for
resale of Registrable Securities during the Effectiveness Period. If the Company
notifies the Notice Holders of the occurrence of any fact or event contemplated
by Section 3(d)(iv)-(vii) above, the Notice Holder shall suspend the use of the
Prospectus until the requisite changes to the Prospectus have been made.

      (k)   Not later than the Effective Time of a Shelf Registration Statement,
the Company shall obtain a CUSIP number for the Securities to be sold pursuant
to a Shelf Registration Statement and provide the Trustee with certificates for
the Securities in a form eligible for deposit with The Depository Trust Company.

      (l)   The Company shall comply with the Securities Act and the Exchange
Act, as in effect at any relevant time, and make generally available to its
securityholders earnings statements satisfying the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) no later than 45 days after the end of any 12-month
period (or 90 days after the end of any 12-month period if such period is a
fiscal year), or such shorter period as required by the Securities Act and the
Exchange Act, as in effect at any relevant time, commencing on the first day of
the first fiscal quarter of the Company commencing after (i) the Effective Time
of a Shelf Registration Statement, (ii) the effective date of each
post-effective amendment to such Shelf Registration Statement, or (iii) the date
of each filing by the Company with the Commission of an Annual Report on Form
10-K that is incorporated by reference in such Shelf Registration Statement,
which statements shall cover such 12-month periods.

      (m)   Not later than the Effective Time of the initial Shelf Registration
Statement, the Company shall cause the Indenture to be qualified under the Trust
Indenture Act; in connection with such qualification, the Company shall
cooperate with the Trustee and the Holders (as defined in the Indenture) of the
Securities to effect such changes to the Indenture as may be required for such
Indenture to be so qualified in accordance with the terms of the Trust Indenture
Act; and the Company shall execute, and shall use its reasonable best efforts to
cause the Trustee to execute, all documents that may be required to effect such
changes and all other forms and documents required to be filed with the
Commission to enable such Indenture to be so qualified in a timely manner. In
the event that any such amendment or modification referred to in this Section
3(m) involves the appointment of a new trustee under the Indenture, the Company
shall appoint a new trustee thereunder pursuant to the applicable provisions of
the Indenture.

      (n)   The Company shall enter into such customary agreements (including,
if requested, an underwriting agreement) and take all such other actions, if
any, reasonably requested in

                                       10
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connection therewith in order to expedite or facilitate disposition of such
Registrable Securities, including, without limitation, in connection with the
effectiveness of the initial Shelf Registration Statement, furnishing to:

            (i)   each Notice Holder, a certificate, dated the date of the
      Effectiveness Time of the initial Shelf Registration Statement signed by
      (x) the Chief Executive Officer or Executive Vice President and (y) the
      Chief Financial Officer of the Company confirming, as of the date thereof,
      such matters as such Notice Holders may reasonably request in writing; and

            (ii)  the Board of Directors, customary comfort letter(s), dated the
      date of the Effectiveness Time of the initial Shelf Registration
      Statement, from the Company's independent accountants and from any other
      accountants whose report is contained or incorporated by reference in such
      Shelf Registration Statement, in the customary form and covering matters
      of the type customarily covered in comfort letters to underwriters in
      connection with primary underwritten offerings of securities.

      (o)   If an underwriting agreement is entered into and the offering is an
Underwritten Offering, the Company shall:

            (i)   upon request, furnish to each Underwriter, in such substance
      and scope as they may reasonably request and as are customarily made by
      issuers to underwriters in primary underwritten offerings, upon the date
      of closing of any sale of Registrable Securities in an Underwritten
      Offering:

                  (A)   a certificate, dated the date of such closing, signed by
            (x) the Chief Executive Officer or Executive Vice President and (y)
            the Chief Financial Officer of the Company confirming, as of the
            date thereof, such matters as such parties may reasonably request;

                  (B)   opinions, each dated the date of such closing, of
            counsel to the Company covering such matters as are customarily
            covered in legal opinions to underwriters in connection with primary
            underwritten offerings of securities; and

                  (C)   customary comfort letter(s), dated the date of such
            closing, from the Company's independent accountants and from any
            other accountants whose report is contained or incorporated by
            reference in the Shelf Registration Statement, in the customary form
            and covering matters of the type customarily covered in comfort
            letters to underwriters in connection with primary underwritten
            offerings of securities;

            (ii)  set forth in full in the underwriting agreement, if any,
      customary indemnification provisions and procedures; and

            (iii) deliver such other documents and certificates as may be
      reasonably requested by such parties to evidence compliance with clause
      (i) above and with any

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      customary conditions contained in the underwriting agreement or other
      agreement entered into by the Notice Holders pursuant to this Section
      3(o).

      (p)   The Company shall (i) make reasonably available for inspection by
one or more representatives of the selling Holders, designated in writing by a
Majority of Holders whose Registrable Securities are included in a Shelf
Registration Statement (the "Majority of Notice Holders"), any Underwriter
participating in any disposition pursuant to any Shelf Registration Statement,
and any attorney, accountant or other agent retained by such Notice Holders or
any such Underwriter all relevant financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries, and (ii)
cause the Company's officers, directors, employees and auditors to supply all
relevant information reasonably requested by such Majority of Notice Holders or
any such Underwriter, attorney, accountant or other agent in connection with
such Shelf Registration Statement, in each case, as is reasonably necessary to
enable such persons to conduct a reasonable investigation within the meaning of
Section 11 of the Securities Act; provided, however, that such persons shall, at
the Company's request, first agree in writing with the Company that any
information that is reasonably and in good faith designated by the Company in
writing as confidential at the time of delivery of such information shall be
kept confidential by such persons and shall be used solely for the purposes of
exercising rights under this Agreement, unless such disclosure is required by
law (including, without limitation, in connection with the disposition of
Registrable Securities pursuant to a Shelf Registration Statement) or is made in
connection with a court proceeding, or such records, information or documents
become available to the public generally or lawfully through a third party
without an accompanying obligation of confidentiality; and provided further
that, if the foregoing inspection and information gathering would otherwise
disrupt the Company's conduct of its business, such inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of
the Notice Holders and the other parties entitled thereto by one counsel
designated by such Majority of Notice Holders and on behalf of the Notice
Holders and the other parties.

      (q)   If requested by the Underwriters in an Underwritten Offering, make
appropriate officers of the Company reasonably available to the Underwriters for
meetings with prospective purchasers of the Registrable Securities and prepare
and present to potential investors customary "road show" material in a manner
consistent with other new issuances of other securities similar to the
Registrable Securities.

      (r)   The Company will use its reasonable best efforts to cause the Common
Stock issuable upon conversion of the Securities to be listed on the New York
Stock Exchange or listed or quoted on the other market or stock exchange on
which the Common Stock primarily trades on or prior to the Effective Time of
each Shelf Registration Statement hereunder.

      (s)   The Company will cooperate and assist in any filings or by taking
any other actions required to be made or taken with or by National Association
of Securities Dealers, Inc.

      (t)   The Company will use its reasonable best efforts to take all other
steps necessary to effect the registration, offering and sale of the Registrable
Securities covered by each Shelf Registration Statement contemplated hereby.

                                       12
<PAGE>

      4.    Registration Expenses. The Company shall bear all fees and expenses
incurred in connection with the performance by the Company of its obligations
under Sections 2 and 3 of this Agreement whether or not any Shelf Registration
Statement is declared effective. Such fees and expenses shall include, without
limitation:

            (i)   all registration and filing fees and expenses (including,
      without limitation, fees and expenses (x) with respect to filings required
      to be made with the National Association of Securities Dealers, Inc. and
      (y) of compliance with federal and state securities or Blue Sky laws to
      the extent such filings or compliance are required pursuant to this
      Agreement (including, without limitation, reasonable fees and
      disbursements of the counsel specified in the next sentence in connection
      with Blue Sky qualifications or exemptions of the Registrable Securities
      under the laws of such jurisdictions as the Majority of Notice Holders may
      designate));

            (ii)  all expenses of printing, duplication relating to copies of
      any Shelf Registration Statement or Prospectus delivered to any Holders
      hereunder, messenger and delivery services and telephone;

            (iii) all fees and expenses incurred in connection with the listing
      of the Common Stock issuable upon conversion of the Securities on any
      securities exchange on which similar securities of the Company are then
      listed;

            (iv)  all fees and disbursements of counsel for the Company;

            (v)   all fees and disbursements of independent certified public
      accountants or auditors of the Company (including the expenses of any
      special audit and comfort letters required by or incident to such
      performance); and

            (vi)  all reasonable fees and disbursements of the Trustee and its
      counsel and of the registrar and transfer agent for the Common Stock.

      In addition, the Company shall bear or reimburse the Notice Holders for
      the reasonable fees and disbursements of one counsel for the Holders,
      which shall initially be counsel to the Initial Purchasers, but which may,
      upon the written consent of the Company (which shall not be unreasonably
      withheld), be another nationally recognized law firm experienced in
      securities law matters designated by the Initial Purchasers. The selling
      commissions, including any underwriting discounts and commissions, shall
      be borne by the selling Notice Holders.

      In addition, the Company shall pay the internal expenses of the Company
      (including, without limitation, all salaries and expenses of officers and
      employees performing legal or accounting duties), the expense of any
      annual audit and the fees and expenses of any person, including special
      experts, retained by the Company.

      5.    Indemnification and Contribution.

                                       13
<PAGE>

      (a)   Indemnification by the Company. The Company shall indemnify and hold
harmless each Holder, such Holder's officers, directors, partners and employees
and each person, if any, who controls such Holder within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages, liabilities and expenses whatsoever as incurred
(including, but not limited to, reasonable attorneys' fees and any and all
reasonable expenses whatsoever incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim made whatsoever,
and any and all amounts paid in settlement of any claim or litigation), joint or
several, to which they or any of them may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) arise out of, or are
based upon:

            (i)   any untrue statement or alleged untrue statement of a material
      fact contained in the Shelf Registration Statement or any amendment
      thereto or any related preliminary prospectus or the Prospectus or any
      amendment thereto or supplement thereof; or

            (ii)  the omission or alleged omission to state in the Shelf
      Registration Statement or any amendment thereto or any related preliminary
      prospectus or the Prospectus or any amendment thereto or supplement
      thereof any material fact required to be stated therein or necessary to
      make the statements therein (in the case of any related preliminary
      prospectus or the Prospectus or any amendment thereto or supplement
      thereof, in light of the circumstances under which they were made) not
      misleading;

provided, however, that the Company shall not be liable to any such indemnified
party in any such case to the extent, but only to the extent, that any such
loss, claim, damage, liability or expense arises out of, or is based upon, any
such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such indemnified party
expressly for use therein; and provided, further, that the foregoing indemnity
agreement with respect to any preliminary prospectus shall not inure to the
benefit of any Holder who failed to deliver a Prospectus (as then amended or
supplemented, provided by the Company to the Holders in the requisite quantity
and on a timely basis to permit proper delivery on or prior to resale) to the
person asserting any loss, claim, damage, liability or expense caused by the
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, or caused by any omission or alleged omission to state
therein a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, if such material
misstatement or omission or alleged material misstatement or omission was cured,
as determined by a court of competent jurisdiction in a decision not subject to
further appeal, in such Prospectus and such Prospectus was required by law to be
delivered at or prior to the written confirmation of the resale of such
Registrable Securities to such person. The foregoing indemnity agreement is in
addition to any liability that the Company may otherwise have to any indemnified
party. The Company also shall indemnify Underwriters, their directors and
officers and each person who controls such Underwriters within the meaning of
the Securities Act or Exchange Act substantially to the same extent as provided
above with respect to the indemnification of Holders if requested by such
Holders.

                                       14
<PAGE>

      (b)   Indemnification by the Holders. Each Holder, severally and not
jointly, shall indemnify and hold harmless the Company, the officers, directors
and employees of the Company and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages, liabilities
and expenses whatsoever as incurred (including, but not limited to, reasonable
attorneys' fees and any and all reasonable expenses whatsoever incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim made whatsoever, and any and all amounts paid in
settlement of any claim or litigation), joint or several, to which they or any
of them may become subject under the Securities Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
action in respect thereof) arise out of, or are based upon:

            (i)   any untrue statement or alleged untrue statement of a material
      fact contained in the Shelf Registration Statement or any amendment
      thereto or any related preliminary prospectus or the Prospectus or any
      amendment thereto or supplement thereof; or

            (ii)  the omission or alleged omission to state in the Shelf
      Registration Statement or any amendment thereto or any related preliminary
      prospectus or the Prospectus or any amendment thereto or supplement
      thereof any material fact required to be stated therein or necessary to
      make the statements therein (in the case of any related preliminary
      prospectus or the Prospectus or any amendment thereto or supplement
      thereof, in light of the circumstances under which they were made) not
      misleading,

in each case to the extent, but only to the extent, that any such loss, claim,
damage, liability or expense arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by or on behalf of such Holder expressly for
use therein. The foregoing indemnity agreement is in addition to any liability
that any Holder may otherwise have to any indemnified party.

      (c)   Notices of Claims, Etc. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of notice of any claim or the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the claim or the commencement of
that action; provided, however, that the failure to notify the indemnifying
party shall not relieve it from any liability that it may have under this
Section 5, except to the extent, but only to the extent, that it has been
materially prejudiced (including the forfeiture of important rights and
defenses). If any such claim or action is brought against any indemnified party,
and it notifies the indemnifying party thereof, the indemnifying party will be
entitled to participate, at its own expense in the defense of such action, and
to the extent it may elect by written notice delivered to such indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof with counsel reasonably satisfactory to such
indemnified party; provided, however, that counsel to the indemnifying party
shall not (except with the written consent of the indemnified party) also be
counsel to the indemnified party. Notwithstanding the foregoing, the indemnified
party or parties shall have the right to

                                       15
<PAGE>

employ its or their own counsel (but, in any case, only one counsel for all
indemnified parties) in any such case, but the fees and expenses of such counsel
shall be at the expense of such indemnified party or parties unless:

            (i)   the employment of such counsel has been authorized in writing
      by the indemnifying party;

            (ii)  such indemnifying party shall not have employed counsel to
      take charge of the defense of such action within a reasonable time after
      written notice thereof;

            (iii) the indemnifying party does not diligently defend the action
      after assumption of the defense; or

            (iv)  such indemnified party shall have reasonably concluded that
      the representation of such indemnified party by the same counsel
      representing the indemnifying party would be inappropriate under
      applicable standards of professional conduct due to actual or potential
      differing interests between them or where there may be one or more
      defenses reasonably available to such indemnified party that are different
      from, additional to or in conflict with those available to the
      indemnifying party, and in any such event the fees and expenses of such
      separate counsel shall be paid by the indemnifying party as incurred.

The indemnified parties agree that if there are multiple claims against an
indemnifying party that are substantially similar, such parties shall, to the
extent practicable, consolidate such claims into one legal proceeding. If an
indemnifying party has assumed the defense of an action pursuant to this
paragraph (c), such indemnifying party shall not be liable for any settlement of
any claim or action effected without its written consent, which consent may not
be unreasonably withheld. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by paragraph
(a) or (b) (and as permitted by paragraph (c)) of this Section 5, then the
indemnifying party agrees that it shall be liable for any settlement of the
related proceeding effected without its written consent if (i) such settlement
is entered into more than 45 days after receipt by such indemnifying party of
the aforesaid request, (ii) such indemnifying party shall not have reimbursed
the indemnified party in accordance with such request prior to the date of such
settlement and (iii) such indemnified party shall have given the indemnifying
party at least 30 days' prior notice of its intention to settle, including the
proposed terms of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified parties (which consent shall not be
unreasonably withheld or delayed), effect any settlement or compromise of, or
consent to the entry of judgment with respect to, any pending or threatened
claim, investigation, action or proceeding in respect of which indemnity or
contribution may be or could have been sought by an indemnified party under this
Section 5 (whether or not the indemnified party or parties are actual or
potential parties thereto) unless (x) such settlement, compromise or judgment
(i) includes an unconditional release of such indemnified party from all
liability arising out of such claim, action, suit or proceeding and (ii) does
not include a statement as to or an admission of fault, culpability or any
unlawful failure to act by or on behalf of such indemnified

                                       16
<PAGE>

party and (y) the indemnifying party confirms in writing its indemnification
obligations hereunder with respect to such settlement, compromise or judgment.

      (d)   Contribution. If the indemnification provided for in this
Section 5 is unavailable or insufficient to hold harmless an indemnified party
under subsections (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of the losses, claims, damages, liabilities and expenses referred to in
subsection (a) or (b) above:

            (i)   in such proportion as is appropriate to reflect the relative
      benefits received by the indemnifying party or parties, on the one hand,
      and the indemnified party, on the other hand, from the registration and
      sale of the Registrable Securities pursuant to the Shelf Registration
      Statement; or

            (ii)  if the allocation provided by the foregoing clause (i) is not
      permitted by applicable law, in such proportion as is appropriate to
      reflect not only the relative benefits referred to in clause (i) above but
      also the relative fault of the indemnifying party or parties on the one
      hand and the indemnified party on the other in connection with the
      statements or omissions that resulted in such losses, claims, damages,
      liabilities or expenses as well as any other relevant equitable
      considerations.

The relative benefits received by the Company, on the one hand, and a Holder, on
the other hand, shall be deemed to be in the same proportion as (i) the total
proceeds from the offering of the Securities purchased under the Purchase
Agreement (net of discounts but before deducting expenses) received by the
Company bear to (ii) the excess of the gross proceeds received by such Holder
with respect to its resale of Registrable Securities over the price paid by such
Holder in its purchase of such Registrable Securities. The relative fault of the
Company, on the one hand, and of a Holder, on the other hand, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or such Holder
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to above. The aggregate amount paid as a result of the
losses, claims, damages, liabilities or expenses incurred by an indemnified
party and referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating, preparing or defending
against any action or claim which is the subject of this subsection (d).
Notwithstanding any other provision of this Section 5(d), (i) in no case shall
any Holder be required to contribute any amount in excess of the amount by which
the gross proceeds received by such Holder from its sale of Registrable
Securities pursuant to the Shelf Registration Statement exceeds the amount of
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission and (ii) no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For

                                       17
<PAGE>

purposes of this Section 5(d), each person, if any, who controls a Holder within
the meaning of the Securities Act or the Exchange Act shall have the same rights
to contribution as such Holder and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as the Company. The Holders' respective obligations to
contribute pursuant to this Section 5 are several in proportion to the
respective amount of Registrable Securities they have sold pursuant to a
Registration Statement and not joint. The remedies provided for in this Section
5 are not exclusive and shall not limit any rights or remedies that may
otherwise be available to any indemnified party at law or in equity.

      (e)   The indemnity and contribution provisions contained in this Section
5 shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, or (ii) any investigation made by or on behalf of
any indemnified party.

      6.    Holder's Obligations. Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Shelf
Registration Statement or to receive a Prospectus relating thereto, unless such
Holder has furnished the Company with a properly completed and signed Notice and
Questionnaire (including the information required to be included in such Notice
and Questionnaire) and the information set forth in the next sentence. Each
Notice Holder agrees promptly to furnish to the Company all information required
to be disclosed in order to make the information previously furnished to the
Company by such Notice Holder correct and not misleading and any other
information regarding such Notice Holder and the distribution of such
Registrable Securities as the Company may from time to time reasonably request.
Any sale of any Registrable Securities by any Notice Holder shall constitute a
representation and warranty by such Notice Holder that the information relating
to such Notice Holder and its plan of distribution is as set forth in the
Prospectus delivered by such Notice Holder in connection with such disposition,
that such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Notice Holder or
its plan of distribution and that such Prospectus does not as of the time of
such sale omit to state any material fact relating to or provided by such Notice
Holder or its plan of distribution necessary in order to make the statements in
such Prospectus, in the light of the circumstances under which they were made,
not misleading.

      7.    Additional Interest.

      (a)   If:

            (i)   on or prior to the Shelf Filing Deadline, a Shelf Registration
      Statement has not been filed with the Commission;

            (ii)  on or prior to the Effectiveness Target Date, the initial
      Shelf Registration Statement has not been declared effective by the
      Commission or does not include any information with respect to a Notice
      Holder that has properly completed, executed and delivered a Notice and
      Questionnaire prior to or on the 20th calendar day after such Holder's
      receipt thereof that is required so that such Holder is named as a selling

                                       18
<PAGE>

      securityholder in the initial Shelf Registration Statement and is
      permitted to deliver the Prospectus forming a part thereof to purchasers
      of such Holder's Registrable Securities;

            (iii) after the Effective Time of any Shelf Registration Statement,
      such Shelf Registration Statement ceases to be effective or usable for the
      offer and sale of Registrable Securities (other than due to a Suspension
      Period), and the Company fails to file and, in the case of a
      post-effective amendment, have declared effective, within five Business
      Days, a post-effective amendment to such Shelf Registration Statement, a
      supplement to the Prospectus contained therein or a report with the
      Commission pursuant to Section 13(a), 13(c) or 14 of the Exchange Act to
      make such Shelf Registration Statement effective or such Prospectus
      usable;

            (iv)  prior to or on the 30th calendar day or 45th calendar day, as
      the case may be, of any Suspension Period, such suspension has not been
      terminated, or Suspension Periods exceed an aggregate of 120 calendar days
      in any 360 calendar day period; or

            (v)   the Company has failed to timely comply with any of its
      obligations set forth in Section 3(a)(ii) hereof

(each such event referred to in clauses (i) through (v), a "Registration
Default"), the Company shall be required to pay additional interest ("Additional
Interest"), from and including the calendar day following such Registration
Default to but excluding the earlier of (x) the day on which such Registration
Default is cured and (y) the expiration of the Effectiveness Period (the
"Registration Default Period"), at a rate per annum equal to an additional
one-quarter of one percent (0.25%) of the principal amount of the Registrable
Securities that are Securities to and including the 90th calendar day following
such Registration Default, and one-half of one percent (0.5%) thereof from and
after the 91st calendar day following such Registration Default. In the event
any Registrable Securities that are Securities are converted into shares of
Common Stock during a Registration Default Period, in lieu of Additional
Interest, the Company will deliver to each Holder converting during the
Registration Default Period, with respect to the portion of the conversion
obligation the Company settles in Common Stock, 103% of the number of shares of
Common Stock the Holder would have otherwise received upon conversion
("Additional Shares").

      (b)   Any amounts to be paid as Additional Interest pursuant to Section
7(a) hereof shall be paid in cash semi-annually in arrears, with the first
semi-annual payment due on the first Interest Payment Date following the date on
which such Additional Interest began to accrue, to the Holders in whose name the
Securities are registered at the close of business on March 1 or September 1,
whether or not a Business Day, immediately preceding the relevant Interest
Payment Date. Such Additional Interest shall be calculated and paid in the same
manner as interest is paid under the Indenture in respect of the Notes.

      (c)   Except as provided in Section 10(a) hereof, the Additional Interest
or Additional Shares, as the case may be, as set forth in this Section 7 shall
be the exclusive remedy available to the Holders of Registrable Securities for
any Registration Default. In no event shall the Company be required to pay
Additional Interest in excess of a rate per annum equal to one-

                                       19
<PAGE>

quarter of one percent (0.25%) of the principal amount of the Registrable
Securities that are Securities to and including the 90th calendar day following
such Registration Default, and a rate per annum equal to one-half of one percent
(0.5%) thereof from and after the 91st calendar day following such Registration
Default, as set forth in Section 7(a), regardless of whether one or multiple
Registration Defaults exist. All obligations of the Company set forth in this
Section 7 that are outstanding with respect to any Registrable Security at the
time such security ceases to be a Registrable Security shall survive until such
time as all such obligations with respect to such Registrable Security shall
have been satisfied in full. Each Registration Default will constitute a
Registration Default whatever the reason for any such event and whether it is
voluntary or involuntary or is beyond the control of the Company or pursuant to
operation of law or as a result of any action or inaction by the Commission.

      8.    Rule 144A.

      In the event the Company is not subject to Section 13 or 15(d) of the
Exchange Act, the Company hereby agrees with each Holder, for so long as any
Registrable Securities remain outstanding, to make available to any Holder in
connection with any sale thereof and any prospective purchaser of such
Registrable Securities from such Holder, the information required by Rule
144A(d)(4) under the Securities Act in order to permit resales of such
Registrable Securities pursuant to Rule 144A.

      9.    Underwritten Offerings.

      (a)   An Underwriting Majority may, by written notice to the Company, sell
its Registrable Securities in an Underwritten Offering pursuant to any Shelf
Registration Statement.

      (b)   No Holder may participate in any Underwritten Offering hereunder
unless such Holder:

            (i)   agrees to sell such Holder's Registrable Securities on the
      basis provided in any underwriting arrangements approved by the majority
      of the Holders (calculated in the same manner as an Underwriting Majority)
      participating in such Underwritten Offering (the "Participating
      Majority"); and

            (ii)  completes and executes all reasonable questionnaires, powers
      of attorney, indemnities, underwriting agreements, lock-up letters and
      other documents required under the terms of such underwriting
      arrangements.

      (c)   In any such Underwritten Offering, the investment banker or
investment bankers and manager or managers that will administer the offering
will be selected by the Participating Majority to be included in such
Underwritten Offering; provided, that such investment bankers and managers must
be reasonably satisfactory to the Company.

      10.   Miscellaneous.

      (a)   Specific Performance. The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that

                                       20
<PAGE>

the Initial Purchasers and the Holders from time to time may be irreparably
harmed by any such failure, and accordingly agree that the Initial Purchasers
and such Holders, in addition to any other remedy to which they may be entitled
at law or in equity and without limiting the remedies available to the Notice
Holders under Section 7 hereof, shall be entitled to compel specific performance
of the obligations of the Company under this Agreement in accordance with the
terms and conditions of this Agreement, in any court of the United States or any
State thereof having jurisdiction.

      (b)   Amendments and Waivers. Except as provided in the next three
sentences, this Agreement, including this Section 10(b), may be amended,
modified or supplemented and waivers or consents to departures from the
provisions hereof may be given, only by a written instrument duly executed by
the Company and a Majority of Holders. In the event of a merger or consolidation
or sale, assignment, conveyance, transfer, lease or other disposition of all or
substantially all of the properties and assets of the Company and its
subsidiaries on a consolidated basis, the Company shall procure the assumption
of its obligations under this Agreement (which it is understood and agreed shall
include the registration of any other Applicable Stock on substantially the same
terms as provided for the registration of the Common Stock) by the Person (if
other than the Company) formed by such consolidation or into which the Company
is merged or the Person who acquires by sale, assignment, conveyance, transfer,
lease or other disposition all or substantially all of the properties and assets
of the Company and its subsidiaries on a consolidated basis and this Agreement
may be amended, modified or supplemented without the consent of any Holders to
provide for such assumption of the Company's obligations hereunder (including
the registration of any other Applicable Stock). Without the consent of each
Holder of Securities, no amendment or modification may change the provisions
relating to the payment of Additional Interest or the requirement to issue
additional shares of Common Stock during a Registration Default Period.

      Each Holder of Registrable Securities outstanding at the time of any
amendment, modification, supplement, waiver or consent or thereafter shall be
bound by any amendment, modification, supplement, waiver or consent effected
pursuant to this Section 10(b), whether or not any notice, writing or marking
indicating such amendment, modification, supplement, waiver or consent appears
on the Registrable Securities or is delivered to such Holder.

      (c)   Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

            (w) if to a Holder of Registrable Securities, at the most current
      address given by such Holder to the Company in a Notice and Questionnaire
      or any amendment thereto;

                                       21
<PAGE>

            (x) if to the Company, to:

            Willbros Group, Inc.
            c/o Willbros USA, Inc.
            4400 Post Oak Parkway, Suite 1000
            Houston, Texas 77027
            Attention: Pam L. Reiland
            Telephone: (713) 403-8147
            Facsimile: (713) 403-8010

            and

            (y) if to the Initial Purchasers, to them:

            c/o Bear, Stearns & Co. Inc.
            383 Madison Avenue
            New York, NY 10179
            Attention: Stephen Parish
            Facsimile: (212) 272-3485

or to such other address as such person may have furnished to the other persons
identified in this Section 10(c) in writing in accordance herewith.

      (d)   Parties in Interest. The parties to this Agreement intend that all
Holders of Registrable Securities shall be entitled to receive the benefits of
this Agreement and that any Notice Holder shall be bound by the terms and
provisions of this Agreement by reason of such election with respect to the
Registrable Securities that are included in a Shelf Registration Statement. All
the terms and provisions of this Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by, the respective successors and
assigns of the parties hereto and any Holder from time to time of the
Registrable Securities to the aforesaid extent. In the event that any transferee
of any Holder of Registrable Securities shall acquire Registrable Securities, in
any manner, whether by gift, bequest, purchase, operation of law or otherwise,
such transferee shall, without any further writing or action of any kind, be
entitled to receive the benefits of and, if a Notice Holder, be conclusively
deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement to the aforesaid extent.

      (e)   Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

      (f)   Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

      (g)   Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

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<PAGE>

      (h)   Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.

      (i)   Survival. The respective indemnities, agreements, representations,
warranties and other provisions set forth in this Agreement or made pursuant
hereto shall remain in full force and effect, regardless of any investigation
(or any statement as to the results thereof) made by or on behalf of any Notice
Holder, any director, officer or partner of such Holder, any agent or
underwriter, any director, officer or partner of such agent or underwriter, or
any controlling person of any of the foregoing, and shall survive the transfer
and registration of the Registrable Securities of such Holder.

      (j)   Securities Held by the Company. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Company or its Affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

      11.   Submission to Jurisdiction; Appointment of Agent for Service

      The Company submits to the non-exclusive jurisdiction of the competent
courts of the State of New York and the courts of the United States of America,
in each case located in The City of New York, New York over any suit, action or
proceeding arising under or in connection with this Agreement or the
transactions contemplated hereby or the Securities. The Company waives any
objection that it may have to the venue of any suit, action or proceeding
arising under or in connection with this Agreement or the transactions
contemplated hereby or the Securities in the courts of the State of New York or
the courts of the United States of America, in each case located in The City of
New York, New York, or that such suit, action or proceeding brought in the
courts of the State of New York or the courts of the United States of America,
in each case located in The City of New York, New York, was brought in an
inconvenient court and agrees not to plead or claim the same. In furtherance of
the foregoing, the Company hereby irrevocably designates and appoints CT
Corporation, 111 Eighth Avenue, New York, New York 10011, as the agent of the
Company to receive service of all process brought against the Company with
respect to any such suit, action or proceeding in any such court in The City of
New York, New York, such service being hereby acknowledged by the Company to be
effective and binding service in every respect. Copies of any such process so
served shall also be given to the Company in accordance with Section 10 hereof,
but the failure of the Company to receive such copies shall not affect in any
way the service of such process as aforesaid. On the Issue Date, the Company
shall furnish to Bear, Stearns & Co. Inc. a consent of CT Corporation agreeing
to act hereunder. If for any reason CT Corporation shall resign or otherwise
cease to act as such agent, the Company hereby irrevocably agrees to (i)
promptly designate and appoint a new agent reasonably acceptable to Bear,
Stearns & Co. Inc. to serve in such capacity and, in such event,

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such new agent shall be deemed to be substituted for CT Corporation for all
purposes hereof and (ii) promptly deliver to Bear, Stearns & Co. Inc. the
written consent (in form and substance reasonably satisfactory to Bear, Stearns
& Co. Inc.) of such new agent agreeing to serve in such capacity.

                                       24
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      Please confirm that the foregoing correctly sets forth the agreement among
the Company and you.

                                          Very truly yours,

                                          Willbros Group, Inc.

                                          By: /s/ Warren L. Williams
                                              ---------------------------------
                                              Name: Warren L. Williams
                                              Title: Senior Vice President,Chief
                                          Financial Officer and Treasurer

Accepted as of the date hereof:

      BEAR, STEARNS & CO. INC.
      CIBC WORLD MARKETS CORP.
      CREDIT LYONNAIS SECURITIES (USA) INC.

      BY:  Bear, Stearns & Co. Inc.

      By: /s/ Stephen Parish
          ---------------------------
      Name: Stephen Parish
      Title: Senior Managing Director

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