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                                                                    Exhibit 10.5

                          REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of
April 30, 2004 by and between Reebok International Ltd., a Massachusetts
corporation (the "COMPANY"), and Credit Suisse First Boston LLC, BNP Paribas
Securities Corp. and Banca IMI SpA (the "INITIAL PURCHASERS"), pursuant to the
Purchase Agreement, dated April 27, 2004 (the "PURCHASE AGREEMENT"), between the
Company and the Initial Purchasers. In order to induce the Initial Purchasers to
enter into the Purchase Agreement, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution of this Agreement
is a condition to the closing under the Purchase Agreement.

          The Company agrees with the Initial Purchasers, (i) for their benefit
as Initial Purchasers and (ii) for the benefit of the beneficial owners
(including the Initial Purchasers) from time to time of the 2% Convertible
Debentures due May 1, 2024 (the "SECURITIES") and the beneficial owners from
time to time of the Underlying Common Shares (as defined herein) issued upon
conversion of the Securities or in payment of the purchase price of a purchase
of Securities by the Company on any of May 1, 2009, May 1 2014 and May 1, 2019,
(each of the foregoing a "HOLDER" and together the "HOLDERS"), as follows:

          Section 1.     DEFINITIONS. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:

          "AFFILIATE." With respect to any specified person, an "affiliate," as
defined in Rule 144, of such person.

          "BUSINESS DAY." 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.

          "COMMON SHARES." The shares of common stock, $.01 par value, of the
Company and any other shares of capital stock as may constitute "Common Shares"
for purposes of the Indenture, including the Underlying Common Shares.

          "COMPANY." Company shall have the meaning set forth in the preamble to
this Agreement.

          "DAMAGES ACCRUAL PERIOD." See Section 2(e) hereof.

          "DAMAGES PAYMENT DATE." Each May 1 and November 1 in the case of
Securities and the Underlying Common Shares.

          "DEFERRAL NOTICE." See Section 3(i) hereof.

          "DEFERRAL PERIOD." See Section 3(i) hereof.

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          "EFFECTIVE CONVERSION PRICE." Effective Conversion Price shall have
the meaning assigned to such term in the Indenture.

          "EFFECTIVENESS DEADLINE DATE." See Section 2(a) hereof.

          "EFFECTIVENESS PERIOD." The period of two years from the later of the
(a) Issue Date or (b) the last date of original issuance of the Securities, or
such shorter period ending on the date that all Registrable Securities have
ceased to be Registrable Securities.

          "EVENT." See Section 2(e) hereof.

          "EVENT DATE." See Section 2(e) hereof.

          "EVENT TERMINATION DATE." See Section 2(e) hereof.

          "EXCHANGE ACT." The Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.

          "FILING DEADLINE DATE." See Section 2(a) hereof.

          "HOLDER." See the second paragraph of this Agreement.

          "INDENTURE." The Indenture dated as of the date hereof between the
Company, and U.S. Bank National Association, as trustee, pursuant to which the
Securities are being issued.

          "INITIAL PURCHASERS." Credit Suisse First Boston LLC, BNP Paribas
Securities Corp. and Banca IMI SpA

          "INITIAL SHELF REGISTRATION STATEMENT." See Section 2(a) hereof.

          "ISSUE DATE." means April 30, 2004.

          "LIQUIDATED DAMAGES AMOUNT." See Section 2(e) hereof.

          "MATERIAL EVENT." See Section 3(i) hereof.

          "NOTICE AND QUESTIONNAIRE." A written notice delivered to the Company
containing substantially the information called for by the Selling Security
Holder Notice and Questionnaire attached as Annex A to the Offering Circular of
the Company dated April 27, 2004 relating to the Securities.

          "NOTICE HOLDER." On any date, any Holder that has delivered a Notice
and Questionnaire to the Company on or prior to such date.

          "PROSPECTUS." The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 415 promulgated under the Securities Act), as
amended or supplemented by any

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amendment or prospectus supplement, including post-effective amendments, and all
materials incorporated by reference or explicitly deemed to be incorporated by
reference in such Prospectus.

          "PURCHASE AGREEMENT." See the first paragraph of this Agreement.

          "RECORD HOLDER." With respect to any Damages Payment Date relating to
any Securities or Underlying Common Shares as to which any Liquidated Damages
Amount has accrued, the registered Holder of such Security or Underlying Common
Shares, as the case may be, on the first day of the month of the next succeeding
Damages Payment Date, or when the Event is cured, the registered Holder on the
date of such cure.

          "REGISTRABLE SECURITIES." The Securities and the Underlying Common
Shares, until such securities have been converted or exchanged, and, at all
times subsequent to any such conversion or exchange, any securities into or for
which such securities have been converted or exchanged, and any security issued
with respect thereto upon any stock dividend, split or similar event until, in
the case of any such security, the earliest of (i) its effective registration
under the Securities Act and resale in accordance with the Registration
Statement covering it, (ii) the expiration of the holding period that would be
applicable thereto under Rule 144(k) were it not held by an Affiliate of the
Company or (iii) its sale to the public pursuant to Rule 144.

          "REGISTRATION EXPENSES." See Section 5 hereof.

          "REGISTRATION STATEMENT." Any registration statement of the Company
that covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

          "RESTRICTED SECURITIES." As this term is defined in Rule 144.

          "RULE 144." Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

          "RULE 144A." Rule 144A under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

          "SEC." The Securities and Exchange Commission.

          "SECURITIES." The 2% Convertible Debentures due May 1, 2024 of the
Company to be purchased pursuant to the Purchase Agreement.

          "SECURITIES ACT." The Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

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          "SHELF REGISTRATION STATEMENT." See Section 2(a) hereof.

          "SUBSEQUENT SHELF REGISTRATION STATEMENT." See Section 2(b) hereof.

          "TIA." The Trust Indenture Act of 1939, as amended.

          "TRUSTEE." U.S. Bank National Association (or any successor entity),
the Trustee under the Indenture.

          "UNDERLYING COMMON SHARES." The Common Shares into which the
Securities are convertible or issued upon any such conversion or in payment of
the purchase price of a purchase of the Securities by the Company on any of May
1, 2009, May 1 2014 and May 1, 2019.

          Section 2.     SHELF REGISTRATION. (a) The Company shall prepare and
file, or cause to be prepared and filed, with the SEC, as soon as practicable
but in any event by the date (the "FILING DEADLINE DATE") ninety (90) days after
the Issue Date, a Registration Statement for an offering to be made on a delayed
or continuous basis pursuant to Rule 415 of the Securities Act (a "SHELF
REGISTRATION STATEMENT") registering the resale from time to time by Holders
thereof of all of the Registrable Securities (the "INITIAL SHELF REGISTRATION
STATEMENT"). The Initial Shelf Registration Statement shall be on Form S-3 or
another appropriate form permitting registration of such Registrable Securities
for resale by such Holders in accordance with the methods of distribution
elected by the Holders and set forth in the Initial Shelf Registration
Statement; provided, that in no event will such method(s) of distribution take
the form of an underwritten offering of the Registrable Securities without the
prior written agreement of the Company. The Company shall use all reasonable
efforts to cause the Initial Shelf Registration Statement to be declared
effective under the Securities Act as promptly as is practicable, but in any
event by the date (the "EFFECTIVENESS DEADLINE DATE") that is two hundred and
ten (210) days after the Issue Date, and to keep the Initial Shelf Registration
Statement (or any Subsequent Shelf Registration Statement) continuously
effective under the Securities Act until the expiration of the Effectiveness
Period. At the time the Initial Shelf Registration Statement is declared
effective, each Holder that became a Notice Holder on or prior to the date ten
(10) Business Days prior to such time of effectiveness shall be named as a
selling securityholder in the Initial Shelf Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of Registrable Securities in accordance with applicable
law. None of the securityholders of the Company (other than the Holders of
Registrable Securities) shall have the right to include any of the securities of
the Company in the Shelf Registration Statement.

          (b) If the Initial Shelf Registration Statement or any Subsequent
Shelf Registration Statement (as defined herein) ceases to be effective for any
reason at any time during the Effectiveness Period, the Company shall use all
reasonable efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within thirty (30) days of such
cessation of effectiveness amend the Shelf Registration Statement in a manner
reasonably expected to obtain the withdrawal

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of the order suspending the effectiveness thereof, or file an additional Shelf
Registration Statement covering all of the securities that as of the date of
such filing are Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION
STATEMENT"). If a Subsequent Shelf Registration Statement is filed, the Company
shall use all reasonable efforts to cause the Subsequent Shelf Registration
Statement to become effective as promptly as is practicable after such filing
and to keep such Registration Statement (or subsequent Shelf Registration
Statement) continuously effective until the end of the Effectiveness Period.

          (c) The Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement,
if required by the Securities Act or, to the extent to which the Company does
not reasonably object, as reasonably requested by the Initial Purchasers or by
the Trustee on behalf of the registered Holders.

          (d) Each Holder of Registrable Securities agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration Statement
and related Prospectus, it will do so only in accordance with this Section 2(d)
and Section 3(i). Each Holder of Registrable Securities wishing to sell
Registrable Securities pursuant to a Shelf Registration Statement and related
Prospectus agrees to deliver a Notice and Questionnaire to the Company at least
ten (10) days prior to any intended distribution of Registrable Securities under
the Shelf Registration Statement. From and after the date the Initial Shelf
Registration Statement is declared effective, the Company shall, (i)(x) as
promptly as is practicable after the date a Notice and Questionnaire is
delivered, and in any event within five Business Days after such date, prepare
and file with the SEC a supplement to the Prospectus and any other document
required by applicable law, or (y) if the Company is required by applicable law
to file a post-effective amendment to the Shelf Registration Statement, prepare
and file such post-effective amendment, and any other document required by
applicable law, no later than the first day of the next calendar quarter that
begins on or after ten Business Days from the date a Notice and Questionnaire is
delivered to the Company, so that the Holder delivering such Notice and
Questionnaire is named as a selling securityholder in the Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of the Registrable Securities in
accordance with applicable law and, if the Company shall file a post-effective
amendment to the Shelf Registration Statement, use all reasonable efforts to
cause such post-effective amendment to be declared effective under the
Securities Act as promptly as is practicable; (ii) provide such Holder copies of
any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as
promptly as practicable after the effectiveness under the Securities Act of any
post-effective amendment filed pursuant to Section 2(d)(i); provided, that if
such Notice and Questionnaire is delivered during a Deferral Period, the Company
shall so inform the Holder delivering such Notice and Questionnaire and shall
take the actions set forth in clauses (i), (ii) and (iii) above upon expiration
of the Deferral Period in accordance with Section 3(i); provided, further, that
if under applicable law the Company has more than one option as to the type or
manner of making any such filing, as set forth in an opinion of
nationally-recognized counsel

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experienced in such matters delivered by the Holder to the Company, they will
make the required filing or filings in the manner or of a type that is
reasonably expected to result in the earliest availability of the Prospectus for
effecting resales of Registrable Securities. Notwithstanding anything contained
herein to the contrary, the Company shall be under no obligation to name any
Holder that is not a Notice Holder as a selling securityholder in any
Registration Statement or related Prospectus; provided, however, that any Holder
that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this
Agreement (whether or not such Holder was a Notice Holder at the time the
Registration Statement was initially declared effective) shall be named as a
selling securityholder in the Registration Statement or related Prospectus
subject to and in accordance with the requirements of this Section 2(d).

          (e) The parties hereto agree that the Holders of the Registrable
Securities will suffer damages, and that it would not be feasible to ascertain
the extent of such damages with precision, if (i) the Initial Shelf Registration
Statement has not been filed on or prior to the Filing Deadline Date, (ii) the
Initial Shelf Registration Statement has not been declared effective under the
Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the
aggregate duration of Deferral Periods in any period exceeds the number of days
permitted in respect of such period pursuant to Section 3(i) hereof (each of the
events of a type described in any of the foregoing clauses (i) through (iii) are
individually referred to herein as an "EVENT," and the Filing Deadline Date in
the case of clause (i), the Effectiveness Deadline Date in the case of clause
(ii) and the date on which the aggregate duration of Deferral Periods in any
period exceeds the number of days permitted by Section 3(i) hereof in the case
of clause (iii), being referred to herein as an "EVENT DATE"). Events shall be
deemed to continue until the "EVENT TERMINATION DATE," which shall be the
following dates with respect to the respective types of Events: the date the
Initial Shelf Registration Statement is filed in the case of an Event of the
type described in clause (i), the date the Initial Shelf Registration Statement
is declared effective under the Securities Act in the case of an Event of the
type described in clause (ii), termination of the Deferral Period that caused
the limit on the aggregate duration of Deferral Periods in a period set forth in
Section 3(i) to be exceeded in the case of the commencement of an Event of the
type described in clause (iii).

          Accordingly, commencing on (and including) any Event Date and ending
on (but excluding) the next date on which there are no Events that have occurred
and are continuing (a "DAMAGES ACCRUAL PERIOD"), the Company agrees, to pay, as
liquidated damages and not as a penalty, an amount (the "LIQUIDATED DAMAGES
AMOUNT"), payable on the Damages Payment Dates to Record Holders as of the
immediately preceding April 15 or October 15, respectively, of then outstanding
Securities that are Registrable Securities and of then outstanding shares of
Underlying Common Shares issued upon conversion of, or in payment of the
purchase price of, Securities that are Registrable Securities, as the case may
be, accruing, for each portion of such Damages Accrual Period beginning on and
including a Damages Payment Date (or, in respect of the first time that the
Liquidated Damages Amount is to be paid to Holders on a Damages Payment Date as
a result of the occurrence of any particular Event, from the Event Date) and
ending on, but excluding the first to occur of (A) the date of the end of the
Damages

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Accrual Period or (B) the next Damages Payment Date, (i) in respect of each
$1,000 principal amount of Securities, at a rate per annum equal to one-quarter
of one percent (0.25%) for the first 90-day period from the Event Date, and
thereafter at a rate per annum equal to one-half of one percent (0.5%) of the
principal amount of such Securities, plus accrued interest thereon to the
Damages Payment Date, and (ii) in respect of any Common Shares issued upon
conversion of each $1,000 principal amount of Securities, at a rate per annum
equal to one-quarter of one percent (0.25%) for the first 90-day period from the
Event Date, and thereafter at a rate per annum equal to one-half of one percent
(0.5%) of the principal amount of such Securities so converted, plus accrued
interest thereon to the Damages Payment Date, divided by the Effective
Conversion Price, in each case determined as of the Business Day immediately
preceding the next Damages Payment Date; provided, that any Liquidated Damages
Amount accrued with respect to any Security or portion thereof called for
redemption on a redemption date or converted into Underlying Common Shares on a
conversion date prior to the Damages Payment Date, shall, in any such event, be
paid instead to the Holder who submitted such Security or portion thereof for
redemption or conversion on the applicable redemption date or conversion date,
as the case may be, on such date (or promptly following the conversion date, in
the case of conversion). Notwithstanding the foregoing, no Liquidated Damages
Amounts shall accrue as to any Registrable Security from and after the earlier
of (x) the date such security is no longer a Registrable Security and (y)
expiration of the Effectiveness Period. The rate of accrual of the Liquidated
Damages Amount with respect to any period shall not exceed the rate provided for
in this paragraph notwithstanding the occurrence of multiple concurrent Events.
Following the cure of all Events requiring the payment by the Company of
Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to
this Section, the accrual of Liquidated Damages Amounts will cease (without in
any way limiting the effect of any subsequent Event requiring the payment of the
Liquidated Damages Amount by the Company).

          The Trustee shall be entitled, on behalf of Holders of Securities or
Underlying Common Shares, to seek any available remedy for the enforcement of
this Agreement, including for the payment of any Liquidated Damages Amount.
Notwithstanding the foregoing, the parties agree that the sole monetary damages
payable for a violation of the terms of this Agreement with respect to which
liquidated damages are expressly provided shall be such liquidated damages.
Nothing shall preclude a Notice Holder or Holder of Registrable Securities from
pursuing or obtaining specific performance or other equitable relief with
respect to this Agreement.

          All of the respective obligations of the Company set forth in this
Section 2(e) 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 security have been
satisfied in full (notwithstanding termination of this Agreement pursuant to
Section 8(j)).

          The parties hereto agree that the liquidated damages provided for in
this Section 2(e) constitute a reasonable estimate of the damages that may be
incurred by Holders of Registrable Securities by reason of the failure of the
Shelf Registration

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Statement to be filed or declared effective or available for effecting resales
of Registrable Securities in accordance with the provisions hereof.

          Section 3.     REGISTRATION PROCEDURES. In connection with the
registration obligations of the Company under Section 2 hereof:

          (a) Before filing any Registration Statement or Prospectus or any
amendments or supplements thereto with the SEC, the Company shall furnish to
each Initial Purchaser copies of all such documents proposed to be filed and use
all reasonable efforts to reflect in each such document when so filed with the
SEC, such comments as the Initial Purchasers reasonably shall propose within two
(2) Business Days of the delivery of such copies to the Initial Purchasers.

          (b) The Company shall (i) prepare and file with the SEC such
amendments and post-effective amendments to each Registration Statement as may
be necessary to keep such Registration Statement continuously effective for the
applicable period specified in Section 2(a); (ii) cause the related Prospectus
to be supplemented by any required Prospectus supplement, and, as so
supplemented, to be filed pursuant to Rule 424 (or any similar provisions then
in force) under the Securities Act; and (iii) use all reasonable efforts to
comply with the provisions of the Securities Act applicable to them with respect
to the disposition of all securities covered by such Registration Statement
during the Effectiveness Period in accordance with the intended methods of
disposition by the sellers thereof set forth in such Registration Statement as
so amended or such Prospectus as so supplemented.

          (c) As promptly as practicable, the Company shall give notice to the
Notice Holders (which notice shall be in a manner appropriate under the
circumstances, which may or may not be the manner of notice described in Section
8(b)(B) hereof) and the Initial Purchasers (i) when any Prospectus, Prospectus
supplement, Registration Statement or post-effective amendment to a Registration
Statement has been filed with the SEC (other than a Prospectus supplement naming
additional selling Holders) and, with respect to a Registration Statement or any
post-effective amendment, when the same has been declared effective, (ii) of any
request, following the effectiveness of the Initial Shelf Registration Statement
under the Securities Act, by the SEC or any other federal or state governmental
authority for amendments or supplements to any Registration Statement or related
Prospectus or for additional information, (iii) of the issuance by the SEC or
any other federal or state governmental authority of any stop order suspending
the effectiveness of any Registration Statement or the initiation or threatening
of any proceedings for that purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, (v) of the occurrence of (but not the nature of or details concerning)
a Material Event (provided, however, that no notice by the Company shall be
required pursuant to this clause (v) in the event that the Company either
promptly files or causes to be filed a Prospectus supplement to update the
Prospectus or a Form 8-K or other appropriate Exchange Act report that is
incorporated by reference into the Registration Statement, which, in either
case,

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contains the requisite information with respect to such Material Event that
results in such Registration Statement no longer containing any untrue statement
of material fact or omitting to state a material fact necessary to make the
statements contained therein not misleading) and (vi) of the determination by
the Company that a post-effective amendment to a Registration Statement will be
filed with the SEC (other than as a result of Section 2(d)), which notice may,
at the discretion of the Company (or as required pursuant to Section 3(i)),
state that it constitutes a Deferral Notice, in which event the provisions of
Section 3(i) shall apply.

          (d) The Company shall use all reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of a Registration Statement
or the lifting of any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any jurisdiction
in which they have been qualified for sale, in either case at the earliest
possible moment.

          (e) If reasonably requested by any Initial Purchaser or any Notice
Holder, the Company shall, as promptly as reasonably practicable, incorporate in
a Prospectus supplement or post-effective amendment to a Registration Statement
such information as such Initial Purchaser or such Notice Holder shall, on the
basis of an opinion of nationally-recognized counsel experienced in such
matters, determine to be required to be included therein by applicable law and
make any required filings of such Prospectus supplement or such post-effective
amendment; provided, that the Company shall not be required to take any actions
under this Section 3(e) that are not, in the reasonable opinion of counsel for
the Company, required by applicable law.

          (f) As promptly as reasonably practicable, the Company shall furnish
to each Notice Holder and each Initial Purchaser, upon their request and without
charge, at least one (1) conformed copy of the Registration Statement and any
amendment thereto, including financial statements, but excluding schedules, all
documents incorporated or deemed to be incorporated therein by reference and all
exhibits (unless requested in writing to the Company by such Notice Holder or
such Initial Purchaser, as the case may be).

          (g) During the Effectiveness Period, the Company shall deliver to each
Notice Holder in connection with any sale of Registrable Securities pursuant to
a Registration Statement, without charge, as many copies of the Prospectus or
Prospectuses relating to such Registrable Securities (including each preliminary
prospectus) and any amendment or supplement thereto as such Notice Holder may
reasonably request; and the Company hereby consents (except during such periods
that a Deferral Notice is outstanding and has not been revoked) to the use of
such Prospectus or each amendment or supplement thereto by each Notice Holder in
connection with any offering and sale of the Registrable Securities covered by
such Prospectus or any amendment or supplement thereto in the manner set forth
therein.

          (h) Prior to any public offering of the Registrable Securities
pursuant to the Shelf Registration Statement, the Company shall (i) use all
reasonable efforts to register or qualify or cooperate with the Notice Holders
in connection with the

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registration or qualification (or exemption from such 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 reasonably requests by written notice to the Company (which
request may be included in the Notice and Questionnaire); and (ii) prior to any
public offering of the Registrable Securities pursuant to the Shelf Registration
Statement, use all reasonable efforts to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness Period
in connection with such Notice Holder's offer and sale of Registrable Securities
pursuant to such registration or qualification (or exemption therefrom) and do
any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of such Registrable Securities in the manner
set forth in the relevant Registration Statement and the related Prospectus;
provided, that the Company will not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not
otherwise be required to qualify but for this Agreement or (ii) take any action
that would subject it to general service of process in suits or to taxation in
any such jurisdiction where it is not then so subject.

          (i) Upon (A) the issuance by the SEC of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of
proceedings with respect to the Shelf Registration Statement under Section 8(d)
or 8(e) of the Securities Act, (B) the occurrence of any event or the existence
of any fact (a "MATERIAL EVENT"), other than a development to the extent covered
by (C) below, as a result of which any Registration Statement shall contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading,
or any Prospectus shall contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, or (C) the occurrence or existence of any pending
corporate development with respect to the Company that, in the discretion of the
Company, makes it appropriate to suspend the availability of the Shelf
Registration Statement or the Subsequent Shelf Registration Statement and the
related Prospectus, (i) in the case of clause (B) above, subject to the next
sentence, the Company shall as promptly as practicable prepare and file a
post-effective amendment to such Registration Statement or a supplement to the
related Prospectus or any document incorporated therein by reference or file any
other required document that would be incorporated by reference into such
Registration Statement and Prospectus so that such Registration Statement does
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and such Prospectus does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, as thereafter
delivered to the purchasers of the Registrable Securities being sold thereunder,
and, in the case of a post-effective amendment to a Registration Statement,
subject to the next sentence, use all reasonable efforts to cause it to be
declared effective as promptly as is reasonably practicable, and (ii) the
Company shall give notice to the Notice Holders that the availability of the
Shelf Registration Statement is suspended (a "DEFERRAL NOTICE") and, upon
receipt of any Deferral Notice,

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each Notice Holder agrees not to sell any Registrable Securities pursuant to the
Registration Statement until such Notice Holder's receipt of copies of the
supplemented or amended Prospectus provided for in clause (i) above, or until it
is advised in writing by the Company that the Prospectus may be used, and has
received copies of any additional or supplemental filings that are incorporated
or deemed incorporated by reference in such Prospectus. The Company will use all
reasonable efforts to ensure that the use of the Prospectus may be resumed (x)
in the case of clause (A) above, as promptly as is practicable, (y) in the case
of clause (B) above, as soon as, in the sole judgment of the Company, public
disclosure of such Material Event would not be prejudicial to or contrary to the
interests of the Company or, if necessary to avoid unreasonable burden or
expense, as soon as reasonably practicable thereafter and (z) in the case of
clause (C) above, as soon as, in the discretion of the Company, such suspension
is no longer appropriate. The period during which the availability of the
Registration Statement and any Prospectus is suspended (the "DEFERRAL PERIOD")
shall, without the Company incurring any obligation to pay liquidated damages
pursuant to Section 2(e), not exceed forty-five (45) days in any three (3) month
period or one hundred and twenty (120) days in any twelve (12) month period.

          (j) If reasonably requested by written notice to the Company in
connection with a disposition of Registrable Securities pursuant to a
Registration Statement, the Company shall make reasonably available for
inspection during normal business hours by a representative for the Notice
Holders of such Registrable Securities and any broker-dealers, attorneys and
accountants retained by such Notice Holders, all relevant financial and other
records, pertinent corporate documents and properties of the Company and its
subsidiaries, and cause the appropriate executive officers, directors and
designated employees of the Company and its subsidiaries to make reasonably
available for inspection during normal business hours all relevant information
reasonably requested by such representative for the Notice Holders or any such
broker-dealers, attorneys or accountants in connection with such disposition, in
each case as is customary for similar "due diligence" examinations; provided,
however, that such persons shall 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 (i) disclosure of such
information is required by court or administrative order or is necessary to
respond to inquiries of regulatory authorities, (ii) disclosure of such
information is required by law (including any disclosure requirements pursuant
to federal securities laws in connection with the filing of any Registration
Statement or the use of any Prospectus referred to in this Agreement), (iii)
such information becomes generally available to the public other than as a
result of a disclosure or failure to safeguard by any such person or (iv) such
information becomes available to any such person from a source other than the
Company and such source is not bound by a confidentiality agreement; and
provided further, that the foregoing inspection and information gathering shall,
to the greatest extent possible, be coordinated on behalf of all the Notice
Holders and the other parties entitled thereto by the counsel referred to in
Section 5.

                                       11
<Page>

          (k) The Company shall comply with all applicable rules and regulations
of the SEC and shall make generally available to its securityholders earning
statements (which need not be audited) 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) commencing on the first day of the Company's first fiscal
quarter commencing after the effective date of a Registration Statement, which
statements shall cover said 12-month periods.

          (l) The Company shall cooperate with each Notice Holder to facilitate
the timely preparation and delivery of certificates representing Registrable
Securities sold pursuant to a Registration Statement, and cause such Registrable
Securities to be in such denominations as are permitted by the Indenture and
registered in such names as such Notice Holder may request in writing at least
two (2) Business Days prior to any sale of such Registrable Securities.

          (m) The Company shall provide a CUSIP number for all Registrable
Securities covered by each Registration Statement not later than the effective
date of such Registration Statement and provide the Trustee for the Securities
and the transfer agent for the Common Shares with printed certificates for the
Registrable Securities that are in a form eligible for deposit with The
Depository Trust Company.

          (n) The Company shall make a reasonable effort to provide such
information as is required for any filings required to be made with the New York
Stock Exchange or any other exchange or market where the Common Shares are
traded.

          (o) Upon (i) the filing of the Initial Shelf Registration Statement
and (ii) the effectiveness of the Initial Shelf Registration Statement, the
Company shall announce the same, in each case by release to Reuters Economic
Services and Bloomberg Business News.

          (p) The Company shall enter into such customary agreements and take
all such other reasonable necessary actions in connection therewith (including
those reasonably requested by the Holders of a majority of the Registrable
Securities being sold) in order to expedite or facilitate disposition of such
Registrable Securities; and

          (q) The Company shall cause the Indenture to be qualified under the
TIA not later than the effective date of any Registration Statement; and in
connection therewith, cooperate with the Trustee to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance
with the terms of the TIA and execute, and use all reasonable efforts to cause
the Trustee to execute, all documents as may be required to effect such changes,
and all other forms and documents required to be filed with the SEC to enable
the Indenture to be so qualified in a timely manner.

          Section 4.     HOLDER'S OBLIGATIONS. Each Holder agrees, by
acquisition of the Registrable Securities, that no Holder of Registrable
Securities shall be entitled to

                                       12
<Page>

sell any of such Registrable Securities pursuant to a Registration Statement or
to receive a Prospectus relating thereto, unless such Holder has furnished the
Company with a Notice and Questionnaire as required pursuant to Section 2(d)
hereof (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 not misleading and any other information regarding such
Notice Holder and the distribution of such Registrable Securities as may be
required to be disclosed in the Registration Statement under applicable law or
pursuant to SEC comments or as the Company may reasonably request. Each Holder
further agrees, following termination of the Effectiveness Period, to notify the
Company within ten (10) business days of request, of the amount of Registrable
Securities sold pursuant to the Registration Statement and, in the absence of a
response, the Company may assume that all of the Holder's Registrable Securities
were so sold.

          Section 5.     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 of the
Registration Statements are declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the New York Stock Exchange or any other exchange or market where the
Common Shares are traded and (y) of compliance with federal and state securities
or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of the counsel specified in the next sentence in connection with
Blue Sky qualifications of the Registrable Securities under the laws of such
jurisdictions as the Notice Holders of a majority of the Registrable Securities
being sold pursuant to a Registration Statement may designate)), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Securities in a form eligible for deposit with The Depository Trust
Company), (iii) duplication expenses relating to copies of any Registration
Statement or Prospectus delivered to any Holders hereunder, (iv) fees and
disbursements of counsel for the Company in connection with the Shelf
Registration Statement, and (v) reasonable fees and disbursements of the Trustee
and its counsel and of the registrar and transfer agent for the Common Shares.
In addition, the Company shall bear or reimburse the Notice Holders for the fees
and disbursements of one firm of legal counsel for the Holders (which shall not
exceed $20,000 in the aggregate), which shall, upon the written consent of the
Initial Purchasers (which shall not be unreasonably withheld), be a nationally
recognized law firm experienced in securities law matters designated by the
Company. In addition, the Company shall pay its internal expenses (including,
without limitation, all salaries and expenses of officers and employees
performing legal or accounting duties), the expense of any annual audit, the
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange on which similar securities of the Company
are then listed and the fees and expenses of any person, including special
experts, retained by the Company.

          Section 6.     INDEMNIFICATION; CONTRIBUTION. (a) The Company agrees
to indemnify and hold harmless each Initial Purchaser and each Holder of
Registrable

                                       13
<Page>

Securities and each person, if any, who controls such Initial Purchaser or any
such Holder of Registrable Securities within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act, as follows:

                    (i)       from and against any and all loss, liability,
          claim, damage and expense whatsoever, as incurred, arising out of any
          untrue statement or alleged untrue statement of a material fact
          contained in the Registration Statement (or any amendment thereto), or
          the omission or alleged omission therefrom of a material fact
          necessary in order to make the statements therein, in light of the
          circumstances under which they were made, not misleading or arising
          out of any untrue statement or alleged untrue statement of a material
          fact included in any preliminary prospectus or the Prospectus (or any
          amendment or supplement thereto), or the omission or alleged omission
          therefrom of a material fact necessary in order to make the statements
          therein, in the light of the circumstances under which they were made,
          not misleading;

                    (ii)      from and against any and all loss, liability,
          claim, damage and expense whatsoever, as incurred, to the extent of
          the aggregate amount paid in settlement of any litigation, or any
          investigation or proceeding by any governmental agency or body,
          commenced or threatened, or of any claim whatsoever based upon any
          such untrue statement or omission, or any such alleged untrue
          statement or omission, provided that (subject to Section 6(d) below)
          any such settlement is effected with the prior written consent of the
          Company; and

                    (iii)     subject to Section 6(c) below, from and against
          any and all expense whatsoever, as incurred (including the reasonable
          fees and disbursements of counsel), reasonably incurred in
          investigating, preparing or defending against any litigation, or any
          investigation or proceeding by any governmental agency or body,
          commenced or threatened, or any claim whatsoever based upon any such
          untrue statement or omission, or any such alleged untrue statement or
          omission, to the extent that any such expense is not paid under (i) or
          (ii) above;

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of such Initial Purchaser, such Holder of Registrable Securities
(which also acknowledges the indemnity provisions herein) or any person, if any,
who controls any such Initial Purchaser or any such Holder of Registrable
Securities expressly for use in the Registration Statement (or any amendment
thereto), or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto); provided, further, that this indemnity agreement shall not
apply to any loss, liability, claim, damage or expense (1) arising from an offer
or sale of Registrable Securities occurring during a Deferral Period, if the
Notice Holder received a Deferral Notice, or (2) if the Holder fails to deliver
at or prior to the written confirmation

                                       14
<Page>

of sale, the most recent Prospectus, as amended or supplemented, if the Company
had previously furnished copies thereof to such Holder, and such Prospectus, as
amended or supplemented, would have corrected such untrue statement or omission
or alleged untrue statement or omission of a material fact.

          (b) In connection with any Shelf Registration in which a Holder,
including, without limitation, the Initial Purchasers, of Registrable Securities
is participating, in furnishing information relating to such Holder of
Registrable Securities to the Company in writing expressly for use in such
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto, the Holders of such Registrable Securities
agree, severally and not jointly, to indemnify and hold harmless each Initial
Purchaser and each person, if any, who controls such Initial Purchaser within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act and the Company, and each person, if any, who controls the Company
within the meaning of either such Section, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information (which also acknowledges the indemnity
provisions herein) furnished to the Company by or on behalf of such Holder of
Registrable Securities or any person, if any, who controls any such Holder of
Registrable Securities expressly for use in the Registration Statement (or any
amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).

          (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. The indemnifying party, upon
request of the indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for (a) the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Initial Purchasers, Holders of
Registrable

                                       15
<Page>

Securities, and all persons, if any, who control the Initial Purchasers or
Holders of Registrable Securities within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, (b) the fees and expenses of
more than one separate firm (in addition to any local counsel) for the Company,
its directors and each person, if any, who controls the Company within the
meaning of either such Section, and that all such fees and expenses shall be
reimbursed as they are incurred. In the case of any such separate firm for the
Initial Purchasers, Holders of Registrable Securities, and control persons of
the Initial Purchasers and Holders of Registrable Securities, such firm shall be
designated in writing by the Initial Purchasers. In the case of any such
separate firm for the Company, and such directors, officers and control persons
of the Company, such firm shall be designated in writing by the Company. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. 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 the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 6 hereof (whether or not the indemnified parties are actual or potential
parties thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

          (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel in accordance with Section 6(c) above, such indemnifying party agrees
that it shall be liable for any settlement of the nature contemplated by Section
6(a)(ii) effected without its written consent if (i) such settlement is entered
into more than 60 days after receipt by such indemnifying party of aforesaid
request, (ii) such indemnifying party shall have received notice of the terms of
such settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request, if required to do so under Section 6(c) above,
prior to the date of such settlement.

          (e) If the indemnification provided for in this Section 6 is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each

                                       16
<Page>

indemnifying party shall contribute to the aggregate amount of such losses,
liabilities, claims, damages and expenses incurred by such indemnified party, as
incurred, in such proportion as is appropriate to reflect the relative fault of
the indemnifying party or parties on the one hand and of the indemnified party
on the other hand in connection with the statements or omissions which resulted
in such losses, liabilities, claims, damages or expenses, as well as any other
relevant equitable considerations.

          The relative fault of the Company on the one hand and the Holders of
the Registrable Securities or the Initial Purchasers on the other hand shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or by such
Holder of the Registrable Securities or such Initial Purchaser and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

          The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(e) 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 in this Section 6(e). The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 6(e) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

          Notwithstanding the provisions of this Section 6, neither the Holder
of any Registrable Securities nor any Initial Purchaser, shall be required to
indemnify or contribute any amount in excess of the amount by which the total
price at which the Registrable Securities sold by such Holder of Registrable
Securities or by such Initial Purchaser, as the case may be, and distributed to
the public were offered to the public exceeds the amount of any damages that
such Holder of Registrable Securities or such Initial Purchaser has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.

          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 purposes of this Section 6(e), each person, if any, who controls
any Initial Purchaser or any Holder of Registrable Securities within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as such Initial Purchaser or such Holder, 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 shall have the same
rights to contribution as the Company.

                                       17
<Page>

          Section 7.     INFORMATION REQUIREMENTS. The Company covenants that,
if at any time before the end of the Effectiveness Period it is not subject to
the reporting requirements of the Exchange Act, it will cooperate with any
Holder of Registrable Securities and take such further reasonable action as any
Holder of Registrable Securities may reasonably request in writing (including,
without limitation, making such reasonable representations as any such Holder
may reasonably request), all to the extent required from time to time to enable
such Holder to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144 and
Rule 144A under the Securities Act and customarily taken in connection with
sales pursuant to such exemptions. Upon the written request to the Company of
any Holder of Registrable Securities, the Company shall deliver to such Holder a
written statement as to whether it has complied with such filing requirements,
unless such a statement has been included in the Company's most recent report
required to be filed and filed pursuant to Section 13 or Section 15(d) of the
Exchange Act. Notwithstanding the foregoing, nothing herein shall be deemed to
require the Company to register any of its securities under any section of the
Exchange Act.

          Section 8.     MISCELLANEOUS; NO CONFLICTING AGREEMENTS. The Company
is not, as of the date hereof, a party to, nor shall it, on or after the date of
this Agreement, enter into, any agreement with respect to its securities that
conflicts with the rights granted to the Holders of Registrable Securities in
this Agreement. The Company represents and warrants that the rights granted to
the Holders of Registrable Securities hereunder do not in any way conflict with
the rights granted to the respective holders of the securities of the Company
under any other agreements.

          (a) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of a majority of the then outstanding Underlying Common Shares constituting
Registrable Securities (with Holders of the Securities deemed to be the Holders,
for purposes of this Section, of the number of outstanding shares of Underlying
Common Shares into which such Securities are or would be convertible or
exchangeable as of the date on which such consent is requested). Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders of
Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders of Registrable Securities may be given by Holders of at
least a majority of the Registrable Securities being sold by such Holders
pursuant to such Registration Statement; provided, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence. Each Holder of Registrable
Securities outstanding at the time of any such amendment, modification,
supplement, waiver or consent or thereafter shall be bound by any such
amendment, modification, supplement, waiver or consent effected pursuant to this
Section 8(a), 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.

                                       18
<Page>

          (b) NOTICES. All notices and other communications provided for or
permitted hereunder shall (except with respect to the notice described in
Section 3(c)) be made in writing by hand delivery, by telecopier, by courier
guaranteeing overnight delivery, by first-class mail, return receipt requested
or, with respect to a Notice Holder, by email to the address given to the
Company in a Notice and Questionnaire, and shall be deemed given (i) when made,
if made by hand delivery, (ii) upon confirmation, if made by telecopier or
email, (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:

          (A)       if to a Holder of Registrable Securities that is not a
                    Notice Holder, at the address for such Holder then appearing
                    in the Registrar (as defined in the Indenture);

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

          (C)       if to the Company, to:

                    Reebok International Ltd.
                    1895 J.W. Foster Boulevard
                    Canton, Massachusetts 02021
                    Attention: David A. Pace
                    Fax No.: 781-401-4780

                    with a copy to:

                    Ropes & Gray LLP
                    One International Place
                    Boston, Massachusetts 02110
                    Attention: Keith F. Higgins, Esq.
                    Fax No.: 617-951-7050

                    and

          (D)       if to the Initial Purchasers, to:

                    Credit Suisse First Boston LLC
                    Eleven Madison Avenue
                    New York, New York 10010-3629
                    Attention: Transactions Advisory Group
                    Fax No.: 212-325-8278

or to such other address as such person may have furnished to the other persons
identified in this Section 8(b) in writing in accordance herewith.

                                       19
<Page>

          (c) APPROVAL OF HOLDERS. Whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchasers
or subsequent Holders of Registrable Securities if such subsequent Holders are
deemed to be such affiliates solely by reason of their holdings of such
Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.

          (d) SUCCESSORS AND ASSIGNS. Any person who purchases any Registrable
Securities from either of the Initial Purchasers shall be deemed, for purposes
of this Agreement, to be an assignee of such Initial Purchaser. This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties and shall inure to the benefit of and be binding upon each
Holder of any Registrable Securities.

          (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 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.

          (h) SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated thereby, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction, it being intended that all of the rights and privileges of the
parties shall be enforceable to the fullest extent permitted by law.

          (i) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
undertakings among the parties with respect to such registration rights.

                                       20
<Page>

          (j) TERMINATION. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Sections 4, 5 or 6 hereof and the
obligations to make payments of and provide for liquidated damages under Section
2(e) hereof to the extent such damages accrue prior to the end of the
Effectiveness Period, each of which shall remain in effect in accordance with
its terms.

                                       21
<Page>

          IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

                               REEBOK INTERNATIONAL LTD.


                               By: /s/ David A. Pace
                                   -----------------
                                   Name: David A. Pace
                                   Title: Senior Vice President, General Counsel
                               and Clerk

Accepted as of the date
first above written:

CREDIT SUISSE FIRST BOSTON LLC
BNP PARIBAS SECURITIES CORP.
BANCA IMI SPA

BY: CREDIT SUISSE FIRST BOSTON LLC


   By: /s/ Spencer Hart
       ----------------
       Name:    Spencer Hart
       Title:   Managing Director

                                       22