<PAGE>   1
                                                                     Exhibit 4.4


                               AMENDMENT NO. 1 TO
                            WCG NOTE REMARKETING AND
                          REGISTRATION RIGHTS AGREEMENT


         AMENDMENT dated as of April 26, 2001 (this "Amendment") to the WCG NOTE
REMARKETING AND REGISTRATION RIGHTS AGREEMENT, dated as of March 28, 2001 (the
"Agreement"), among (i) THE WILLIAMS COMPANIES, INC., a Delaware corporation;
(ii) WILLIAMS COMMUNICATIONS GROUP, INC., a Delaware corporation; (iii) WILLIAMS
COMMUNICATIONS, LLC, a Delaware limited liability company; (iv) WCG NOTE TRUST,
a statutory business trust formed under the Trust Act; (v) UNITED STATES TRUST
COMPANY OF NEW YORK, as Indenture Trustee and WCG Note Indenture Trustee; and
(vi) CREDIT SUISSE FIRST BOSTON CORPORATION.

                              W I T N E S S E T H :

         WHEREAS, the parties hereto desire to amend the Agreement to extend the
period for preparing, filing and declaring effective a Shelf Registration
Statement for an offering of the WCG Note;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each capitalized term used herein which is defined in the
Agreement has the meaning assigned to such term in the Agreement and capitalized
terms used herein and not defined in the Agreement shall have the meanings
assigned to them in Annex A to the Participation Agreement dated as of March 22,
2001 among Williams, the Issuer, the Co-Issuer, WCG, WCL, the Share Trust,
United States Trust Company of New York and Wilmington Trust Company (each as
defined therein).

         SECTION 2. Amendments. The definition of "WCG Failed Registration" in
Section 1 of the Agreement is hereby amended to read in its entirety as follows:

                  "WCG Failed Registration" means a failure by WCG to (i) file a
         Registration Statement no later than 60 days following the Closing Date
         or otherwise have an effective Registration Statement available in
         accordance with Section 3(a); (ii) use its reasonable best efforts to
         diligently pursue the registration of the WCG Note when so required by
         this Agreement; or (iii) use its reasonable best efforts to cause the
         Registration Statement to be declared effective no later than 90 days
         following the Closing Date.
<PAGE>   2


         Subsections (a) and (b) of Section 3 of the Agreement are hereby
amended to read in their entirety as follows:

                  (a) Unless an effective Registration Statement of WCG would
         permit the remarketing and/or sale of the WCG Note as contemplated by
         this Agreement, WCG shall prepare and file with the SEC, as soon as
         practicable (taking into account the legal requirements for
         registration at such time) but in any event no later than 60 days
         following the Closing Date, a Shelf Registration Statement for an
         offering of the WCG Note to be made by the Issuer and/or the Indenture
         Trustee on a continuous basis. Any Shelf Registration Statement shall
         be filed on Form S-3 or another appropriate form permitting
         registration of the offer and sale of the WCG Note by the Issuer and/or
         the Indenture Trustee for remarketing or sale in the manner designated
         herein. WCG shall undertake no offer or sale of securities under any
         such outstanding Shelf Registration Statement such that the WCG Note
         Remarketing Agents, the Issuer or the Indenture Trustee can no longer
         rely on such outstanding Shelf Registration Statement to remarket
         and/or sell the WCG Note.

                  (b) WCG shall use its reasonable best efforts to cause any
         Shelf Registration Statement to be declared effective under the
         Securities Act as soon as practicable (taking into account the legal
         requirements for registration at such time) but in any event no later
         than 90 days following the Closing Date and to keep any such Shelf
         Registration Statement continuously effective under the Securities Act
         during the WCG Effectiveness Period.

         SECTION 3. Effect of Amendment. In all other respects and except as
amended herein, the Agreement shall remain unchanged and its provisions are
hereby confirmed and ratified. All references to the Agreement shall be deemed
to mean the Agreement as amended by this Amendment.

         Section 4. Counterparts. This Amendment may be executed in several
counterparts, each of which shall be regarded as an original, and all of which
shall constitute one and the same document.

         SECTION 5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
<PAGE>   3


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.


                                         THE WILLIAMS COMPANIES, INC.



                                         By   /s/ James G. Ivey
                                              ---------------------------------
                                             Name:      James G. Ivey
                                             Title:     Treasurer


                                         WILLIAMS COMMUNICATIONS GROUP, INC.



                                         By  /s/ Howard S. Kalika
                                             -----------------------------------
                                             Name:      Howard S. Kalika
                                             Title:     Vice President


                                         WILLIAMS COMMUNICATIONS, LLC



                                         By  /s/ Howard S. Kalika
                                             -----------------------------------
                                             Name:      Howard S. Kalika
                                             Title:     Vice President

<PAGE>   4




                                   WCG NOTE TRUST
                                   By: WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but solely
                                   in its capacity as Issuer Trustee

                                   By   /s/  James A. Hanley
                                     ---------------------------------------
                                       Name: James A. Hanley
                                       Title: Financial Services Officer


                                    UNITED STATES TRUST COMPANY OF NEW YORK, not
                                    in its individual capacity, but solely as
                                    Indenture Trustee and WCG Note Indenture
                                    Trustee



                                   By   /s/ Louis P. Young
                                       ----------------------------------------
                                       Name:      Louis P. Young
                                       Title:     Vice President


                                   CREDIT SUISSE FIRST BOSTON CORPORATION



                                   By /s/ James Fields
                                      -----------------------------------------
                                       Name:      James Fields
                                       Title:     Managing Director