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                                                                     Exhibit 4.4



                             XO COMMUNICATIONS INC.,



                    [NAME OF DEPOSITARY BANK], AS DEPOSITARY,

                                       AND


                        THE HOLDERS FROM TIME TO TIME OF

                    THE DEPOSITARY RECEIPTS DESCRIBED HEREIN



                                DEPOSIT AGREEMENT

                        RELATING TO [INSERT DESIGNATION]

                   PREFERRED STOCK OF XO COMMUNICATIONS, INC.

                                   DATED AS OF

                                  [INSERT DATE]




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                                TABLE OF CONTENTS

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ARTICLE I         DEFINITIONS....................................................................................1

ARTICLE II        FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK,  EXECUTION AND DELIVERY, TRANSFER,
                  SURRENDER AND  REDEMPTION OF RECEIPTS..........................................................2

         Section 2.1       Form and Transfer of Receipts.........................................................2

         Section 2.2       Deposit of Preferred Stock; Execution and Delivery of Receipts in Respect Thereof.....4

         Section 2.3       Redemption of Preferred Stock.........................................................5

         Section 2.4       Registration of Transfer of Depositary Shares.........................................6

         Section 2.5       Split-ups and Combinations of Depositary Shares; Surrender of Receipts and
                           Withdrawal of Preferred Stock.........................................................6

         Section 2.6       [Conversion and Exchange of Preferred Stock...........................................7

         Section 2.7       Limitations on Execution and Delivery, Transfer, Surrender and Exchange of
                           Depositary Shares.....................................................................8

         Section 2.8       Lost Receipts, etc....................................................................8

         Section 2.9       Cancellation and Destruction of Surrendered Receipts..................................9

ARTICLE III       CERTAIN OBLIGATIONS OF HOLDERS OF DEPOSITARY SHARES AND THE COMPANY............................9

         Section 3.1       Filing Proofs, Certificates and Other Information.....................................9

         Section 3.2       Payment of Taxes or Other Governmental Charges.......................................10

         Section 3.3       Warranty as to Preferred Stock.......................................................10

         Section 3.4       Warranty as to Receipts..............................................................10

ARTICLE IV        THE DEPOSITED SECURITIES; NOTICES.............................................................10

         Section 4.1       Cash Distributions...................................................................10

         Section 4.2       Distributions Other than Cash, Rights, Preferences or Privileges.....................10

         Section 4.3       Subscription Rights, Preferences or Privileges.......................................11

         Section 4.4       Notice of Dividends, etc.; Fixing of Record Date for Holders of Depositary Shares....12

         Section 4.5       Voting Rights........................................................................12

         Section 4.6       Changes Affecting Deposited Securities and Reclassifications,
                           Recapitalizations, etc...............................................................13

         Section 4.7       Inspection of Reports................................................................13

         Section 4.8       Lists of Receipt Holders.............................................................13

         Section 4.9       Tax and Regulatory Compliance........................................................13
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<TABLE>
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         Section 4.10      Withholding..........................................................................13

ARTICLE V         THE DEPOSITARY, THE DEPOSITARY'S AGENTS,  THE REGISTRAR AND THE COMPANY.......................14

         Section 5.1       Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar.....14

         Section 5.2       Prevention of or Delay in Performance by the Depositary, the Depositary's Agents,
                           the Registrar or the Company.........................................................14

         Section 5.3       Obligations of the Depositary, the Depositary's Agents, the Registrar
                           and the Company......................................................................15

         Section 5.4       Resignation and Removal of the Depositary; Appointment of Successor Depositary.......15

         Section 5.5       Corporate Notices and Reports........................................................16

         Section 5.6       Indemnification by the Company.......................................................16

         Section 5.7       Charges and Expenses.................................................................17

ARTICLE VI        AMENDMENT AND TERMINATION.....................................................................17

         Section 6.1       Amendment............................................................................17

         Section 6.2       Termination..........................................................................17

ARTICLE VII       MISCELLANEOUS.................................................................................18

         Section 7.1       Counterparts.........................................................................18

         Section 7.2       Exclusive Benefit of Parties.........................................................18

         Section 7.3       Invalidity of Provisions.............................................................18

         Section 7.4       Notices..............................................................................18

         Section 7.5       Depositary's Agents..................................................................19

         Section 7.6       Holders of Receipts Are Parties......................................................19

         Section 7.7       Governing Law........................................................................19

         Section 7.8       Inspection of Agreement..............................................................19

         Section 7.9       Headings.............................................................................19

EXHIBIT A:  Form of Depositary Receipt
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        DEPOSIT AGREEMENT dated as of ,[INSERT DATE] , among XO Communications,
Inc. , a Delaware corporation (the "Company"), [NAME OF DEPOSITARY BANK], a
[____________], as depositary (the "Depositary"), and the holders from time to
time of the Receipts (as defined below) described herein.

        WHEREAS, it is desired to provide, as hereinafter set forth in this
Agreement, for the deposit of [INSERT DESIGNATION OF PREFERRED SHARES], $.01 par
value (the "Preferred Stock"), of the Company with the Depositary for the
purposes set forth in this Agreement and for the issuance hereunder of Receipts
evidencing Depositary Shares (as defined below) in respect of the Preferred
Stock so deposited; and

        WHEREAS, the Receipts are to be substantially in the form of Exhibit A
hereto, with appropriate insertions, modifications and omissions, as hereinafter
provided in this Agreement;

        NOW, THEREFORE, in consideration of the premises contained herein and
such other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:


                              ARTICLE I DEFINITIONS


        The following definitions shall for all purposes, unless otherwise
indicated or the context otherwise requires, apply to the respective terms used
in this Agreement:

        "Certificate" shall mean the certificate of designations of rights and
preferences of the Preferred Stock filed with the Secretary of State of the
State of Delaware establishing the Preferred Stock as a series of preferred
shares of the Company.

        "Company" shall mean XO Communications, Inc., a Delaware corporation,
and its successors.

        "Depositary" shall mean [__________], a [__________], and any successor
as Depositary hereunder.

        "Depositary Shares" shall mean Depositary Shares, each representing a
[SPECIFY FRACTION] interest in a share of Preferred Stock and evidenced by a
Receipt.

        "Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 7.5.

        "Depositary's Office" shall mean the principal office of the Depositary
in [LOCATION], at which at any particular time its depositary receipt business
shall be administered.


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        "Receipt" shall mean one of the depositary receipts issued hereunder,
whether in definitive or temporary form. [If Receipts are to be issued in
Book-Entry Form: If the context so requires, the term Receipt shall be deemed to
include the DTC Receipt (as defined in Section 2.1 hereof)].

        "record holder" as applied to a Depository Share shall mean the person
in whose name a Depositary Share is registered on the books of the Depositary
maintained for such purpose.

        "Registrar" shall mean any bank or trust company that shall be appointed
to register ownership and transfers of Receipts as herein provided.

        "Securities Act" shall mean the Securities Act of 1933.

            ARTICLE II FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK,
                 EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND
                             REDEMPTION OF RECEIPTS


    SECTION 2.1    Form and Transfer of Receipts. [Use bracketed portions only
if Receipts are to be issued in Book-Entry Form:] [All] [A portion] of the
Receipts shall initially be represented by one or more global receipts
(collectively, the "DTC Receipt") deposited with The Depository Trust Company
("DTC") and registered in the name of [Cede & Co.], a nominee of DTC. The
Depositary, or such other entity as is agreed to by DTC, may hold the DTC
Receipt as custodian for DTC. So long as the Receipts are eligible for
book-entry settlement with DTC, except as provided for in Section 2.10 hereof,
no person acquiring Depositary Shares with book-entry settlement through DTC
shall receive or be entitled to receive physical delivery of the Receipts
evidencing such Depositary Shares. Ownership of beneficial interests in the DTC
Receipt shall be shown on, and the transfer of such ownership shall be effected
through, records maintained by (i) DTC or its nominee for such DTC Receipt, or
(ii) institutions that have accounts with DTC.]

        [If DTC subsequently ceases to make its book-entry settlement system
available for the Receipts, the Company may instruct the Depositary regarding
making other arrangements for book-entry settlement. In the event that the
Receipts are not eligible for, or it is no longer necessary to have the Receipts
available in, book-entry form, the Depositary shall provide written instructions
to DTC to deliver to the Depositary for cancellation the DTC Receipt, and the
Company shall instruct the Depositary to deliver to the beneficial owners of the
Depositary Shares previously evidenced by the DTC Receipt definitive Receipts in
physical form evidencing such Depositary Shares. Such definitive Receipts shall
be in the form annexed hereto as Exhibit A with appropriate insertions,
modifications and omissions, as hereafter provided.]

        The beneficial owners of Depositary Shares shall [, except as stated
above with respect to Depositary Shares in book-entry form represented by the
DTC Receipt,] be entitled to receive Receipts in physical, certificated form as
herein provided.

        [The Receipts may be typewritten in the case of the DTC Receipts and
otherwise shall, upon notice by the Company to the Depositary, be definitive
Receipts.] Definitive


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Receipts shall be engraved or printed or lithographed on steel-engraved borders
and shall be substantially in the form set forth in Exhibit A hereto, with
appropriate insertions, modifications and omissions, as hereinafter provided.
[If Receipts are to be issued in Book-Entry Form: The DTC Receipt shall bear
such legend or legends as may be required by DTC in order for it to accept the
Depositary Shares for its book-entry settlement system.] Pending the preparation
of definitive Receipts, the Depositary, upon the written order of the Company or
any holder of Preferred Stock, as the case may be, delivered for deposit in
compliance with Section 2.2, shall execute and deliver temporary Receipts which
are printed, lithographed, typewritten, mimeographed or otherwise substantially
of the tenor of the definitive Receipts in lieu of which they are issued and
with such appropriate insertions, modifications, omissions and other variations
as the persons executing such Receipts may determine, as evidenced by their
execution of such Receipts. If temporary Receipts are issued, the Company and
the Depositary will cause definitive Receipts to be prepared without
unreasonable delay. After the preparation of definitive Receipts, the temporary
Receipts shall be exchangeable for definitive Receipts upon surrender of the
temporary Receipts at an office described in the second to last paragraph of
Section 2.2, without charge to the holder. Upon surrender for cancellation of
any one or more temporary Receipts, the Depositary shall execute and deliver in
exchange therefor definitive Receipts representing the same number of Depositary
Shares as represented by the surrendered temporary Receipt or Receipts. Such
exchange shall be made at the Company's expense and without any charge therefor.
Until so exchanged, the temporary Receipts shall in all respects be entitled to
the same benefits under this Agreement, and with respect to the Preferred Stock
deposited hereunder, as definitive Receipts.

        Receipts shall be executed by the Depositary by the manual signature of
a duly authorized officer of the Depositary; provided, however, that such
signature may be a facsimile if a Registrar for the Receipts (other than the
Depositary) shall have been appointed and such Receipts are countersigned by
manual signature of a duly authorized officer of the Registrar. No Receipt shall
be entitled to any benefits under this Agreement or be valid or obligatory for
any purpose unless it shall have been executed manually by a duly authorized
officer of the Depositary or, if a Registrar for the Receipts (other than the
Depositary) shall have been appointed, by manual or facsimile signature of a
duly authorized officer of the Depositary and countersigned manually by a duly
authorized officer of such Registrar. The Depositary shall record on its books
each Receipt so signed and delivered as hereinafter provided. Receipts bearing
the manual or facsimile signatures of individuals who were at any time proper
officers of the Depositary or the Registrar, as the case may be, shall
constitute adequate signatures hereunder, notwithstanding that such individuals
or any of them have ceased to hold such offices prior to the delivery of such
Receipts or did not hold such offices on the date of delivery of such Receipts.

        Except as the Depositary may otherwise determine, Receipts shall be in
denominations of any number of whole Depositary Shares.

        Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of this
Agreement as may be required by the Company or the Depositary or required to
comply with any applicable law or any regulation thereunder or with the rules
and regulations of any governmental body, agency or commission, The Nasdaq
National Market ("Nasdaq"), or any stock exchange or over-the-counter market
upon which the Preferred Stock, the Depositary Shares or the Receipts may be


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listed or quoted or to conform with any usage with respect thereto, or to
indicate any special limitations or restrictions to which any particular
Receipts are subject.

        [Subject to any limitations set forth in a Receipt or in this
Agreement,] title to Depositary Shares evidenced by a Depositary Share that is
properly endorsed, or accompanied by a properly executed instrument of transfer,
shall be transferable by delivery with the same effect as in the case of a
negotiable instrument; provided, however, that until transfer of a Depositary
Share shall be registered on the books of the Depositary as provided in Section
2.4, the Depositary may, notwithstanding any notice to the contrary, treat the
record holder thereof at such time as the absolute owner thereof for the purpose
of determining the person entitled to distributions of dividends or other
distributions or to any notice provided for in this Agreement and for all other
purposes.

        The Depositary shall not lend any Preferred Stock deposited hereunder.

    SECTION 2.2    Deposit of Preferred Stock; Execution and Delivery of
Receipts in Respect Thereof. Subject to the terms and conditions of this
Agreement, the Company or any holder of Preferred Stock may from time to time
deposit shares of Preferred Stock under this Agreement by delivery to the
Depositary of (i) a certificate or certificates for the shares of Preferred
Stock to be deposited, properly endorsed or accompanied, if required by the
Depositary, by a duly executed instrument of transfer or endorsement, in form
satisfactory to the Depositary, (ii) all certifications as may be required by
the Depositary in accordance with the provisions of this Agreement, and (iii) a
written order of the Company or such holder, as the case may be, directing the
Depositary to execute and deliver to, or upon the written order of, the person
or persons stated in such order a Receipt or Receipts for the number of
Depositary Shares representing such deposited shares of Preferred Stock.

        Upon receipt by the Depositary of a certificate or certificates for the
shares of Preferred Stock deposited in accordance with the provisions of this
Section, together with the other documents required as above specified, and upon
registration of such shares of Preferred Stock on the books of the Company in
the name of the Depositary or its nominee, the Depositary, subject to the terms
and conditions of this Agreement, shall execute and deliver, to or upon the
order of the person or persons named in the written order delivered to the
Depositary referred to in the first paragraph of this Section, a Receipt or
Receipts for the number of Depositary Shares representing such shares of
Preferred Stock and registered in such name or names as may be requested by such
person or persons.

        Certificates in the name of the Depositary for the deposited shares of
Preferred Stock shall be held by the Depositary at the Depositary's Office or at
such other place or places as the Depositary shall determine.

        The Depositary shall execute and deliver such Receipt or Receipts at the
Depositary's Office or such other offices, if any, as the Depositary may
designate. Delivery at other offices shall be at the risk and expense of the
person requesting such delivery. [If Receipts are to be issued in Book-Entry
Form: The DTC Receipt shall provide that it shall evidence the aggregate amount
of Depositary Shares from time to time indicated in the records of the
Depositary and that the aggregate amount of Depositary Shares evidenced thereby
may from


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time to time be increased or decreased by making adjustments on such records of
the Depositary.]

        Other than in the case of splits, combinations or other
reclassifications affecting the Preferred Stock, or in the case of dividends or
other distributions of Preferred Stock, if any, there shall be deposited
hereunder not more than [NUMBER] shares of Preferred Stock.

    SECTION 2.3    Redemption of Preferred Stock. Whenever the Company shall
elect to redeem shares of Preferred Stock deposited hereunder in accordance with
the provisions of the Certificate, if the Certificate provides for such
redemption, it shall (unless otherwise agreed in writing with the Depositary)
give the Depositary not less than 40 nor more than 70 days' notice of the date
of such proposed redemption of the Preferred Stock. On the date of such
redemption, provided that the Company shall then have paid in full to the
Depositary the redemption price of any deposited shares of Preferred Stock to be
redeemed, plus any accrued and unpaid dividends thereon, the Depositary shall
redeem the number of Depositary Shares representing such shares of Preferred
Stock. The Depositary shall mail notice of such redemption and the proposed
simultaneous redemption of the number of Depositary Shares representing the
deposited shares of Preferred Stock to be redeemed, by first-class mail postage
prepaid, not less than 30 and not more than 60 days prior to the date fixed for
redemption of such Preferred Stock and Depositary Shares (the "Redemption
Date"), to the record holders of the Depositary Shares to be so redeemed, at the
addresses of such holders as they appear on the records of the Depositary; but
neither failure to mail any such notice to one or more such holders nor any
defect in any notice to one or more such holders shall affect the sufficiency of
the proceedings for redemption as to other holders. Each such notice shall
state: (i) the Redemption Date; (ii) the number of Depositary Shares to be
redeemed and, if less than all the Depository Shares held by any such holder are
to be redeemed, the number of such Depositary Shares held by such holder to be
so redeemed; (iii) the redemption price; (iv) the place or places where Receipts
evidencing Depositary Shares are to be surrendered for payment of the redemption
price; and (v) that dividends in respect of the shares of Preferred Stock
represented by the Depositary Shares to be redeemed will cease to accumulate and
that conversion rights, if any, in respect thereof will terminate at the close
of business on such Redemption Date. In case less than all the outstanding
Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed
shall be selected by lot or pro rata as may be determined by the Company.

        Notice having been mailed by the Depositary as aforesaid, from and after
the Redemption Date (unless the Company shall have failed to redeem the
deposited shares of Preferred Stock to be redeemed by it as set forth in the
Company's notice provided for in the preceding paragraph) all dividends in
respect of the deposited shares of Preferred Stock so called for redemption
shall cease to accrue and accumulate, the Depositary Shares being redeemed from
such proceeds shall be deemed no longer to be outstanding, all rights of the
holders of Receipts evidencing such Depositary Shares (except the right to
receive the redemption price) shall, to the extent of such Depositary Shares
cease and terminate and, upon surrender in accordance with such notice of the
Receipts evidencing any such Depositary Shares (properly endorsed or assigned
for transfer, if the Depositary shall so require), such Depositary Shares shall
be redeemed by the Depositary at a redemption price per Depositary Share equal
to [SPECIFY FRACTION] of the redemption price per share paid in respect of the
redeemed deposited shares of Preferred Stock plus all money and other property,
if any, represented by such Depositary Shares, including all amounts paid by the
Company in respect of dividends which on the


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Redemption Date have accumulated on the shares of Preferred Stock to be so
redeemed and have not theretofore been paid.

        If less than all the Depositary Shares evidenced by a single Receipt are
called for redemption, the Depositary will deliver to the holder of such Receipt
upon its surrender to the Depositary a new Receipt evidencing the Depositary
Shares evidenced by such prior Receipt and not called for redemption, together
with the redemption payment.

    SECTION 2.4    Registration of Transfer of Depositary Shares. Subject to the
terms and conditions of this Agreement, the Depositary shall register on its
books from time to time transfers of Depositary Shares upon any surrender of the
Receipt or Receipts evidencing such Depositary Shares by the holder in person or
by duly authorized attorney, properly endorsed or accompanied by a properly
executed instrument of transfer [If Receipts are to be issued in Book-Entry
Form: ; provided, however, that except as otherwise provided herein or in any
DTC Receipt, each Depositary Share evidenced by a DTC Receipt may be transferred
only in whole and only to the Depositary, to another nominee of the Depositary,
to a successor depositary, or to a nominee of a successor depositary]. Thereupon
the Depositary shall execute a new Receipt or Receipts evidencing the same
aggregate number of Depositary Shares as those evidenced by the Receipt or
Receipts surrendered and deliver such new Receipt or Receipts to or upon the
order of the person entitled thereto. No service charge shall be made for any
transfer of Depositary Shares, but the Company may require a payment of a sum to
cover any stamp or other tax or other governmental charge that may be imposed in
connection with such transfer.

    SECTION 2.5    Split-ups and Combinations of Depositary Shares; Surrender of
Receipts and Withdrawal of Preferred Stock. Upon surrender of a Receipt or
Receipts at the Depositary's Office or at such other offices as it may designate
for the purpose of effecting a split-up or combination of the Depositary Shares,
and subject to the terms and conditions of this Agreement, the Depositary shall
execute and deliver a new Receipt or Receipts in the authorized denomination or
denominations requested, evidencing the aggregate number of Depositary Shares
evidenced by the Receipt or Receipts surrendered. The Depositary shall give
prompt notice of such action and the certificate numbers to the Registrar for
the purposes of recording such split-up or consolidation.

        Any holder of a Receipt or Receipts representing a whole number of
deposited shares of Preferred Stock may withdraw such shares of Preferred Stock
and all money and other property, if any, represented thereby by surrendering
such Receipt or Receipts at the Depositary's Office or at such other offices as
the Depositary may designate for such withdrawals; provided, that a holder of a
Receipt or Receipts may not withdraw shares (or money and other property, if
any, represented thereby) which have previously been called for redemption. [If
Receipts are to be issued in Book-Entry Form: If such holder's Depositary Shares
are being held by DTC or its nominee pursuant to Section 2.1, such holder shall
request, in accordance with Section 2.10, withdrawal from the book-entry system
of the number of Depositary Shares specified in the preceding sentence.]
Thereafter, without unreasonable delay, the Depositary shall deliver to such
holder, or to the person or persons designated by such holder as hereinafter
provided, the number of whole shares of Preferred Stock and all money and other
property, if any, represented by the Receipt or Receipts so surrendered for
withdrawal, [If shares of Preferred Stock are issued in Book-Entry Form: unless
such shares of Preferred Stock are being held by DTC or its nominee in
accordance with the terms of the Certificate, in which case the Depositary shall


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<PAGE>   10


register on its records the transfer of the shares of Preferred Stock
represented by such Receipts to such holder]. Holders of such whole shares of
Preferred Stock will not thereafter be entitled to deposit such shares of
Preferred Stock hereunder or to receive Depositary Shares therefor. If a Receipt
or Receipts delivered by the holder to the Depositary in connection with such
withdrawal shall evidence in the aggregate a number of Depositary Shares in
excess of the number of deposited Depositary Shares representing the number of
whole shares of Preferred Stock to be so withdrawn, the Depositary shall at the
same time, in addition to such whole number of shares of Preferred Stock and
such money and other property, if any, to be so withdrawn, deliver to such
holder, or (subject to Section 2.3) upon his order, a new Receipt evidencing
such excess number of Depositary Shares. Delivery of the shares of Preferred
Stock and money and other property being withdrawn may be made by the delivery
of such certificates, documents of title and other instruments as the Depositary
may deem appropriate.

        Shares of Preferred Stock delivered pursuant to the preceding paragraph
may be endorsed with or have incorporated in the text thereof such legends or
recitals or changes not inconsistent with the provisions of this Agreement as
may be required by the Depositary or required to comply with any applicable law
or any regulation thereunder or with the rules and regulations of any
governmental body, agency or commission, Nasdaq, or any stock exchange or
over-the-counter market upon which the Preferred Stock may be listed or quoted
or to conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular shares of Stock are subject.

        If the shares of Preferred Stock and the money and other property, if
any, being withdrawn are to be delivered to a person or persons other than the
record holder of the Depositary Shares evidenced by the Receipt or Receipts
being surrendered for withdrawal of the Preferred Stock, such holder shall
execute and deliver to the Depositary a written order so directing the
Depositary and the Depositary may require that the Receipt or Receipts
surrendered by such holder for withdrawal of such shares of Preferred Stock be
properly endorsed or accompanied by a properly executed instrument of transfer.
No service charge shall be made for any transfer of Depositary Shares, but the
Company may require a payment of a sum to cover any stamp or other tax or other
governmental charge that may be imposed in connection with such transfer.

        Delivery of the shares of Preferred Stock and the money and other
property, if any, represented by Receipts surrendered for withdrawal shall be
made by the Depositary at the Depositary's Office, except that, at the request,
risk and expense of the holder surrendering such Receipt or Receipts and for the
account of the holder thereof, such delivery may be made at such other place as
may be designated by such holder.

    SECTION 2.6    [Conversion and Exchange of Preferred Stock. Upon a
conversion or exchange of the Preferred Stock, the Depositary shall convert or
exchange all of the Depositary Shares on the day that the related Preferred
Stock is so converted or exchanged. The Company hereby agrees to deposit with
the Depositary the other preferred stock, Class A common stock or other
securities into which the Preferred Stock is to be converted or for which it
will be exchanged. Further, the Company agrees to accept the delivery of
Receipts for the purpose of effecting conversions or exchanges of the Preferred
Stock utilizing the procedures set forth for delivery of certificates for the
Preferred Stock pursuant to Section 2.2 hereof and in accordance with the terms
and conditions of the Preferred Stock as provided in the Certificate. If the
Depositary Shares represented by a Receipt or Receipts are to be converted or
exchanged in part only, a new


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<PAGE>   11


Receipt or Receipts will be issued by the Depositary for the Depositary Shares
not to be converted or exchanged. For this purpose, a holder of a Receipt or
Receipts must surrender such Receipt or Receipts to the Company, in care of the
Depositary at its office together with a duly completed and executed notice of
conversion. In all cases the foregoing shall be conditioned upon compliance in
full by the holders with the terms and conditions of the Preferred Stock as
provided in the Certificate and of this Agreement. The Company and the
Depositary will thereafter effect the cancellation of each Receipt surrendered
for such conversion or exchange and of the related Preferred Stock as provided
in the Certificate and this Agreement.

        Except as further specified in the Certificate, the exchange or
conversion rate per Depositary Share will be equal to (i) the exchange rate or
conversion rate per share of Preferred Stock, multiplied by the fraction of a
share of Preferred Stock represented by one Depositary Share; (ii) plus the
total amount of money and any other property represented by the Depositary
Shares; and (iii) including all amounts paid by the Company for accrued and
unpaid dividends on the Preferred Stock on the exchange or conversion date.]

    SECTION 2.7    Limitations on Execution and Delivery, Transfer, Surrender
and Exchange of Depositary Shares. As a condition precedent to the execution and
delivery, registration of transfer, split-up, combination, surrender or exchange
of any Depositary Share [or the exercise of any conversion right referred to in
Section 2.6] , the Depositary, any of the Depositary's Agents or the Company may
require payment to it of a sum sufficient for the payment (or, in the event that
the Depositary or the Company shall have made such payment, the reimbursement to
it) of any charges or expenses payable by the holder of a Receipt pursuant to
Section 5.7, may require the production of evidence satisfactory to it as to the
identity and genuineness of any signature and may also require compliance with
the rules and regulations of any governmental body, stock exchange,
over-the-counter market or any applicable self regulatory body, including
without limitation, the National Association of Securities Dealers, Inc. (the
"NASD") or such regulations, if any, as the Depositary or the Company may
establish consistent with the provisions of this Agreement.

        The deposit of shares of Preferred Stock may be refused, the delivery of
Receipts against Preferred Stock may be suspended, the registration of transfer
of Depositary Shares may be refused and the registration of transfer, surrender
or exchange of outstanding Depositary Shares may be suspended (i) during any
period when the register of stockholders of the Company is closed or (ii) if any
such action is deemed necessary or advisable by the Depositary, any of the
Depositary's Agents or the Company at any time or from time to time because of
any requirement of law or of any government or governmental body or commission,
stock exchange, over-the-counter market or any applicable self regulatory body,
including, without limitation, the NASD or under any provisions of this
Agreement.

    SECTION 2.8    Lost Receipts, etc. If any mutilated Receipt is surrendered
to the Depositary, the Depositary shall execute and deliver in exchange therefor
a new Receipt of like form and tenor in exchange and substitution for such
mutilated Receipt. In case any Receipt shall be destroyed, lost or stolen, then,
in the absence of notice to the Depositary that such Receipt has been acquired
by a bona fide purchaser, the Depositary shall execute and deliver a Receipt to
the holder thereof of like form and tenor in exchange and substitution for such
destroyed, lost or stolen Receipt, upon (i) the filing by the holder thereof
with the Depositary of evidence satisfactory to the Depositary and the Company
of such destruction or loss or theft of


                                        8


<PAGE>   12


such Receipt, of the authenticity thereof and of such holder's ownership thereof
and (ii) the holder's furnishing the Depositary with indemnification
satisfactory to such Depositary and the Company.

    SECTION 2.9    Cancellation and Destruction of Surrendered Receipts. All
Receipts surrendered to the Depositary or any Depositary's Agent shall be
cancelled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy all Receipts so cancelled.
[If Receipts are to be issued in Book-Entry Form: Any Receipt evidenced in
book-entry form shall be deemed canceled when the Depositary has caused the
amount of Depositary Shares evidenced by the DTC Receipt to be reduced in
proportion to the number of Depositary Shares evidenced by the surrendered
Receipt.]

    SECTION 2.10   [If Receipts are to be issued in Book-Entry Form:
Interchangeability of Book-Entry Receipts and Receipts in Physical, Certificated
Form. Subject to the terms and conditions of this Agreement, upon receipt by the
Depositary of written instructions from a DTC participant on behalf of any
person having a beneficial interest in Depositary Shares evidenced by the DTC
Receipt for the purpose of directing the Depositary to execute and deliver a
Receipt in physical, certificated form evidencing such Depositary Shares, the
Depositary shall follow the procedures set forth in the FAST Balance Certificate
Agreement (as defined in the DTC Letter of Representations) (the "FAST
Agreement") for the purpose of reducing the number of Depositary Shares
evidenced by the DTC Receipt and, following such reduction, shall execute and
deliver to or upon the order of the person or persons named in such order a
Receipt or Receipts registered in the name or names requested by such person and
evidencing in the aggregate the number of Depositary Shares equal to the
reduction in the number evidenced by the DTC Receipt. The Depositary may require
in such written instructions any certification or representations as it shall
deem necessary to comply with applicable law.

        Subject to the terms and conditions of this Agreement, upon receipt by
the Depositary of a Receipt or Receipts in physical, certificated form, duly
endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Depositary, including any required certifications, and
together with written instructions directing the Depositary to adjust its
records to reflect an increase in the aggregate amount of Depositary Shares
evidenced by the DTC Receipt (including, without limitation, information
regarding the DTC participant account to be credited with such increase), and
upon payment of the fees and expenses of the Depositary, the Depositary shall
cancel such Receipt or Receipts in physical, certificated form and shall follow
the procedures set forth in the FAST Agreement for the purpose of reflecting
such increase in the number of Depositary Shares evidenced by the DTC Receipt.]


                   ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS
                      OF DEPOSITARY SHARES AND THE COMPANY

    SECTION 3.1    Filing Proofs, Certificates and Other Information. Any holder
of a Depositary Share may be required from time to time to file such proof of
residence, or other matters or other information, to execute such certificates
and to make such representations and warranties as the Depositary or the Company
may reasonably deem necessary or proper. The Depositary or the Company may
withhold the delivery, or delay the registration of transfer, redemption or
exchange, of any Depositary Shares or the withdrawal of the shares of Preferred
Stock represented by the Depositary Shares evidenced by any Receipt or the
distribution of any dividend or other distribution or the sale of any rights or
of the proceeds thereof until such proof or other


                                        9


<PAGE>   13


information is filed or such certificates are executed or such representations
and warranties are made.

    SECTION 3.2    Payment of Taxes or Other Governmental Charges. Holders of
Depositary Shares shall be obligated to make payments to the Depositary of
certain charges and expenses, as provided in Section 5.7. Registration of
transfer of any Depositary Share or any withdrawal of shares of Preferred Stock
and all money or other property, if any, represented by the Depositary Shares
evidenced by Receipts may be refused until any such payment due is made, and any
dividends, interest payments or other distributions may be withheld or any part
of or all the shares of Preferred Stock or other property represented by the
Depositary Shares evidenced by such Receipts and not theretofore sold may be
sold for the account of the holder thereof (after attempting by reasonable means
to notify such holder prior to such sale), and such dividends, interest payments
or other distributions or the proceeds of any such sale may be applied to any
payment of such charges or expenses, the holder of such Depositary Shares
remaining liable for any deficiency.

    SECTION 3.3    Warranty as to Preferred Stock. The Company hereby represents
and warrants that the shares of Preferred Stock, when issued, will be validly
issued, fully paid and nonassessable. Such representation and warranty shall
survive the deposit of any shares of Preferred Stock and the issuance of
Receipts.

    SECTION 3.4    Warranty as to Receipts. The Depositary hereby represents and
warrants that the Receipts, when issued, will be legal, valid and binding
obligations of the Depositary, enforceable against the Depositary in accordance
with their terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, moratorium and other laws affecting creditors' rights
generally and by general equity principles. Such representation and warranty
shall survive the deposit of the Preferred Stock and the issuance of the
Receipts.

                  ARTICLE IV THE DEPOSITED SECURITIES; NOTICES

    SECTION 4.1    Cash Distributions. Whenever the Depositary shall receive any
cash dividend or other cash distribution on deposited shares of Preferred Stock,
the Depositary shall, subject to Sections 3.1 and 3.2, distribute to record
holders of Depositary Shares on the record date fixed pursuant to Section 4.4
such amounts of such dividend or distribution as are, as nearly as practicable,
in proportion to the respective numbers of Depositary Shares evidenced by the
Receipts held by such holders; provided, however, that in case the Company or
the Depositary shall be required to withhold and shall withhold from any cash
dividend or other cash distribution in respect of the Preferred Stock an amount
on account of taxes, the amount made available for distribution or distributed
in respect of Depositary Shares shall be reduced accordingly. The Depositary
shall distribute or make available for distribution, as the case may be, only
such amount, however, as can be distributed without attributing to any holder of
Depositary Shares a fraction of one cent, and any balance not so distributable
shall be held by the Depositary (without liability for interest thereon) and
shall be added to and be treated as part of the next sum received by the
Depositary for distribution to record holders of Depositary Shares then
outstanding.

    SECTION 4.2    Distributions Other than Cash, Rights, Preferences or
Privileges. Whenever the Depositary shall receive any distribution other than
cash, rights, preferences or privileges upon deposited shares of Preferred
Stock, the Depositary shall, subject to Sections 3.1


                                       10


<PAGE>   14


and 3.2, distribute to record holders of Depositary Shares on the record date
fixed pursuant to Section 4.4 such amounts of the securities or property
received by it as are, as nearly as practicable, in proportion to the respective
numbers of Depositary Shares evidenced by the Receipts held by such holders, in
any manner that the Depositary may deem equitable and practicable for
accomplishing such distribution. If in the opinion of the Depositary such
distribution cannot be made proportionately among such record holders, or if for
any other reason (including any requirement that the Company or the Depositary
withhold an amount on account of taxes) the Depositary deems, after consultation
with the Company, such distribution not to be feasible, the Depositary may, with
the approval of the Company, adopt such method as it deems equitable and
practicable for the purpose of effecting such distribution, including the sale
(at public or private sale) of the securities or property thus received, or any
part thereof, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be
distributed or made available for distribution, as the case may be, by the
Depositary to record holders of Depositary Shares as provided by Section 4.1 in
the case of a distribution received in cash. The Depositary shall have the
right, prior to making any distribution of such securities, to require the
Company to provide an opinion of counsel stating that such securities have been
registered under the Securities Act or do not need to be so registered.

    SECTION 4.3    Subscription Rights, Preferences or Privileges. If the
Company shall at any time offer or cause to be offered to the persons in whose
names the shares of Preferred Stock are recorded on the books of the Company any
rights, preferences or privileges to subscribe for or to purchase any securities
or any rights, preferences or privileges of any other nature, such rights,
preferences or privileges shall in each such instance be made available by the
Depositary to the record holders of Depositary Shares in such manner as the
Depositary may determine, either by the issue to such record holders of warrants
representing such rights, preferences or privileges or by such other method as
may be approved by the Depositary in its discretion with the approval of the
Company; provided, however, that (i) if at the time of issue or offer of any
such rights, preferences or privileges the Depositary determines that it is not
lawful or (after consultation with the Company) not feasible to make such
rights, preferences or privileges available to holders of Depositary Shares by
the issue of warrants or otherwise, or (ii) if and to the extent so instructed
by holders of Depositary Shares who do not desire to exercise such rights,
preferences or privileges, then the Depositary, in its discretion (with the
approval of the Company, in any case where the Depositary has determined that it
is not feasible to make such rights, preferences or privileges available), may,
if applicable laws and the terms of such rights, preferences or privileges
permit such transfer, sell such rights, preferences or privileges at public or
private sale, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall, subject to Sections 3.1 and 3.2, be
distributed by the Depositary to the record holders of Depositary Shares
entitled thereto as provided by Section 4.1 in the case of a distribution
received in cash. The Depositary shall have the right, prior to making any
distribution of any such rights, preferences or privileges, to require the
Company to provide an opinion of counsel stating that such rights, preferences
or privileges have been registered under the Securities Act or do not need to be
so registered.

        If registration under the Securities Act of the securities to which any
rights, preferences or privileges relate is required in order for holders of
Depositary Shares to be offered or sold the securities to which such rights,
preferences or privileges relate, the Company agrees with the Depositary that it
will file promptly a registration statement pursuant to such Act with respect to
such rights, preferences or privileges and securities and use its reasonable
best efforts and take


                                       11


<PAGE>   15


all steps available to it to cause such registration statement to become
effective sufficiently in advance of the expiration of such rights, preferences
or privileges to enable such holders to exercise such rights, preferences or
privileges. In no event shall the Depositary make available to the holders of
Receipts any right, preference or privilege to subscribe for or to purchase any
securities unless and until such a registration statement shall have become
effective, or unless the offering and sale of such securities to such holders
are exempt from registration under the provisions of such Act.

        If any other action under the laws of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in
order for such rights, preferences or privileges to be made available to holders
of Receipts, the Company will use its reasonable best efforts to take such
action or obtain such authorization, consent or permit sufficiently in advance
of the expiration of such rights, preferences or privileges to enable such
holders to exercise such rights, preferences or privileges.

    SECTION 4.4    Notice of Dividends, etc.; Fixing of Record Date for Holders
of Depositary Shares. Whenever any cash dividend or other cash distribution
shall become payable or any distribution other than cash shall be made, or if
rights, preferences or privileges shall at any time be offered, with respect to
the Preferred Stock, or whenever the Depositary shall receive notice of any
meeting at which holders of shares of Preferred Stock are entitled to vote or of
which holders of shares of Preferred Stock are entitled to notice, or whenever
the Depositary and the Company shall decide it is appropriate, the Depositary
shall in each such instance fix a record date (which shall be the same date as
the record date fixed by the Company with respect to the Preferred Stock) for
the determination of the holders of Depositary Shares who shall be entitled to
receive such dividend, distribution, rights, preferences or privileges or the
net proceeds of the sale thereof, or to give instructions for the exercise of
voting rights at any such meeting, or who shall be entitled to notice of such
meeting or for any other appropriate reasons.

    SECTION 4.5    Voting Rights. Upon receipt of notice of any meeting at which
the holders of shares of Preferred Stock are entitled to vote, the Depositary
shall, as soon as practicable thereafter, mail to the record holders of
Depositary Shares a notice which shall contain (i) such information as is
contained in such notice of meeting and (ii) a statement that the holders may,
subject to any applicable restrictions, instruct the Depositary as to the
exercise of the voting rights pertaining to the number of shares of Preferred
Stock represented by their respective Depositary Shares (including an express
indication that instructions may be given to the Depositary to give a
discretionary proxy to a person designated by the Company) and a brief statement
as to the manner in which such instructions may be given. Upon the written
request of the holders of Depositary Shares on the relevant record date, the
Depositary shall endeavor insofar as practicable to vote or cause to be voted,
in accordance with the instructions set forth in such requests, the maximum
whole number of shares of Preferred Stock represented by the Depositary Shares
evidenced by all Receipts as to which any particular voting instructions are
received. The Company hereby agrees to take all action as it deems necessary in
order to enable the Depositary to vote such shares of Preferred Stock or cause
such shares of Preferred Stock to be voted. In the absence of specific
instructions from the holder of Depositary Shares, the Depositary will abstain
from voting (but, at its discretion, not from appearing at any meeting with
respect to such shares of Preferred Stock unless directed to the contrary by the
holders of all the Depositary Shares) to the extent of the number of shares of
Preferred Stock represented by such Depositary Shares.


                                       12


<PAGE>   16


    SECTION 4.6    Changes Affecting Deposited Securities and Reclassifications,
Recapitalizations, etc. Upon any change in par or stated value, split-up,
combination or any other reclassification of the Preferred Stock, or upon any
recapitalization, reorganization, merger, amalgamation or consolidation
affecting the Company or to which it is a party, the Depositary may in its
discretion with the approval of, and shall upon the instructions of, the
Company, and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments as are certified by the Company in (x) the
fraction of any interest represented by one Depositary Share in one share of
Preferred Stock, and (y) the ratio of the redemption price per Depositary Share
to the redemption price per share of Preferred Stock, in each case as may be
necessary fully to reflect the effects of such changes in par or stated value,
split-up, combination or other reclassification of the Preferred Stock, or of
such recapitalization, reorganization, merger, amalgamation or consolidation,
and (ii) treat any securities which shall be received by the Depositary in
exchange for or upon conversion of or in respect of deposited shares of
Preferred Stock as new deposited securities so received in exchange for or upon
conversion or in respect of such shares of Preferred Stock. In any such case the
Depositary may in its discretion, with the approval of the Company, execute and
deliver additional Receipts, or may call for the surrender of all outstanding
Receipts to be exchanged for new Receipts specifically describing such new
deposited securities. Anything to the contrary herein notwithstanding, holders
of Receipts shall have the right from and after the effective date of any such
change in par or stated value, split-up, combination or other reclassification
of the Preferred Stock or any such recapitalization, reorganization, merger,
amalgamation or consolidation to surrender such Receipts to the Depositary with
instructions to convert, exchange or surrender the shares of Preferred Stock
represented thereby only into or for, as the case may be, the kind and amount of
shares of stock and other securities and property and cash into which the
Preferred Stock represented by such Receipts might have been converted or for
which such Preferred Stock might have been exchanged or surrendered immediately
prior to the effective date of such transaction.

    SECTION 4.7    Inspection of Reports. The Depository shall make available
for inspection by holders of Depositary Shares at the Depositary's Office, and
at such other places as it may from time to time deem advisable, any reports and
communications received from the Company which are received by the Depositary as
the holder of Preferred Stock.

    SECTION 4.8    Lists of Receipt Holders. Promptly upon request from time to
time by the Company, the Depositary shall furnish to it a list, as of a recent
date, of the names, addresses and holdings of Depositary Shares of all persons
in whose names Receipts are registered on the books of the Depositary.

    SECTION 4.9    Tax and Regulatory Compliance. The Depositary shall be
responsible for (i) preparation and mailing of form 1099s (or successor forms)
for all open and closed accounts, (ii) foreign tax withholding, (iii)
withholding of tax on dividends payable to eligible holders of Receipts, (iv)
mailing W-9 forms (or successor forms) to new holders of Receipts without a
certified taxpayer identification number, (v) processing certified W-9 forms (or
successor forms), (vi) preparation and filing of state information returns, and
(vii) escheatment services.

    SECTION 4.10   Withholding. Notwithstanding any other provision of this
Deposit Agreement, in the event that the Depositary determines that any
distribution in property is subject to any tax that the Depositary is obligated
to withhold, the Depositary may, after consultation with the Company, dispose of
all or a portion of such property in such amounts and in such manner as the
Depositary deems necessary and practicable to pay such taxes, by public


                                       13


<PAGE>   17


or private sale at such place or places and upon such terms as it shall deem
proper after consultation with the Company, and the Depositary shall distribute
the net proceeds of any such sale or the balance of any such property after
deduction of such taxes to the holders of Receipts entitled thereto in
proportion to the number of Depositary Shares held by them respectively.

               ARTICLE V THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
                          THE REGISTRAR AND THE COMPANY

    SECTION 5.1    Maintenance of Offices, Agencies and Transfer Books by the
Depositary; Registrar. The Depositary shall have its principal office in the
United States of America and shall have a combined capital and surplus of at
least $50,000,000. Upon execution of this Agreement, the Depositary shall
maintain at the Depositary's Office facilities for the execution and delivery,
registration and registration of transfer, surrender and exchange of Depositary
Shares and Receipts, and at the offices of the Depositary's Agents, if any,
facilities for the delivery, registration of transfer, surrender and exchange of
Depositary Shares and Receipts, all in accordance with the provisions of this
Agreement.

        The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Depositary Shares, which books at
all reasonable times shall be open for inspection by the record holders of
Depositary Shares; provided, however, that any such holder requesting to
exercise such right shall certify to the Depositary that such inspection shall
be for a proper purpose reasonably related to such person's interests as an
owner of Depositary Shares.

        The Depositary may close such books, at any time or from time to time,
when deemed expedient by it in connection with the performance of its duties
hereunder.

        If the Receipts or the Depositary Shares evidenced thereby or the
Preferred Stock represented by such Depositary Shares shall be quoted on Nasdaq,
the Depositary may, with the approval of the Company, appoint a Registrar for
registration of such Receipts or Depositary Shares in accordance with any
requirements of Nasdaq. Such Registrar (which may be the Depositary if so
permitted by the requirements of Nasdaq) may be removed and a substituted
registrar appointed by the Depositary upon the request or with the approval of
the Company. If the Receipts, the Depositary Shares or the Preferred Stock shall
be quoted on one or more over-the-counter markets, the Depositary will, at the
request of the Company, arrange such facilities for the delivery, registration,
registration of transfer, surrender and exchange of the Receipts, the Depositary
Shares or the Preferred Stock as may be required by law or applicable market
regulation.

    SECTION 5.2    Prevention of or Delay in Performance by the Depositary, the
Depositary's Agents, the Registrar or the Company. Neither the Depositary nor
any Depositary's Agent nor any Registrar nor the Company shall incur any
liability to any holder of a Depositary Share if by reason of any provision of
any present or future law, or regulation thereunder, of the United States of
America or of any other governmental authority or, in the case of the
Depositary, the Depositary's Agent or the Registrar, by reason of any provision,
present or future, of the Company's Amended and Restated Certificate of
Incorporation (including the Certificate) or by reason of any act of God or war
or other circumstance beyond the control of the relevant party, the Depositary,
the Depositary's Agent, the Registrar or the Company shall be prevented or
forbidden from, or subjected to any penalty on account of, doing or performing
any act or thing which the terms of this Agreement provide shall be done or
performed; nor shall the Depositary,


                                       14


<PAGE>   18


any Depositary's Agent, any Registrar or the Company incur any liability to any
holder of a Receipt (i) by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing which the terms of this
Deposit Agreement provide shall or may be done or performed or (ii) by reason of
any exercise of, or failure to exercise, any discretion provided for in this
Agreement except, in case of any such exercise or failure to exercise discretion
not caused as aforesaid, if caused by the negligence or willful misconduct of
the party charged with such exercise or failure to exercise.

    SECTION 5.3    Obligations of the Depositary, the Depositary's Agents, the
Registrar and the Company. Neither the Depositary nor any Depositary's Agent nor
any Registrar nor the Company assumes any obligation or shall be subject to any
liability under this Agreement to holders of Depositary Shares other than for
its negligence or willful misconduct.

        Neither the Depositary nor any Depositary's Agent nor any Registrar nor
the Company shall be under any obligation under this Agreement to appear in,
prosecute or defend any action, suit or other proceeding in respect of deposited
shares of Preferred Stock, the Depositary Shares or the Receipts that in its
opinion may involve it in expense or liability unless indemnity satisfactory to
it against all expense and liability be furnished as often as may be required.

        Neither the Depositary nor any Depositary's Agent nor any Registrar nor
the Company shall be liable for any action or any failure to act by it in
reliance upon the written advice of legal counsel or accountants, or information
from any person presenting shares of Preferred Stock for deposit, any holder of
a Depositary Share or any other person believed by it in good faith to be
competent to give such information. The Depositary, any Depositary's Agent, any
Registrar and the Company may each rely and shall each be protected in acting
upon any written notice, request, direction or other document believed by it to
be genuine and to have been signed or presented by the proper party or parties.

        Notwithstanding the first paragraph of this Section, the Depositary
shall not be responsible for any failure to carry out any instruction to vote
any of the deposited shares of Preferred Stock or for the manner or effect of
any such vote made, as long as any such action or nonaction is in good faith or
in accordance with this Agreement. The Depositary undertakes, and any Registrar
shall be required to undertake, to perform such duties and only such duties as
are specifically set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against the Depositary or any
Registrar. The Depositary will indemnify the Company against any liability that
may arise out of acts performed or omitted by the Depositary or its agents due
to its or their negligence or bad faith. The Depositary, the Depositary's Agents
and any Registrar may own and deal in any class of securities of the Company and
its affiliates and Receipts. The Depositary may also act as transfer agent or
registrar of any of the securities of the Company and its affiliates.

    SECTION 5.4    Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by notice of its election to do so delivered to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment as hereinafter provided.


                                       15


<PAGE>   19


        The Depository may at any time be removed by the Company by notice of
such removal delivered to the Depositary, such removal to take effect upon the
appointment of a successor Depositary and its acceptance of such appointment as
hereinafter provided.

        In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$50,000,000. If no successor Depositary shall have been so appointed and have
accepted appointment within 60 days after delivery of such notice, the resigning
or removed Depositary may petition any court of competent jurisdiction for the
appointment of a successor Depositary. Every successor Depositary shall execute
and deliver to its predecessor and to the Company an instrument in writing
accepting its appointment hereunder, and thereupon such successor Depositary,
without any further act or deed, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor and for all purposes shall be
the Depositary under this Agreement, and such predecessor, upon payment of all
sums due it and on the written request of the Company, shall execute and deliver
an instrument transferring to such successor all rights and powers of such
predecessor hereunder, shall duly assign, transfer and deliver all right, title
and interest in the Preferred Stock and any moneys or property held hereunder to
such successor, and shall deliver to such successor a list of the record holders
of all outstanding Receipts. Any successor Depositary shall promptly mail notice
of its appointment to the record holders of Receipts.

        Any corporation or other entity into or with which the Depositary may be
merged, consolidated or converted or to which the Depositary may sell all or
substantially all of its assets, shall be the successor of such Depositary
without the execution or filing of any document or any further act, and notice
thereof shall not be required hereunder. Such successor Depositary may
authenticate the Receipts in the name of the predecessor Depositary or in the
name of the successor Depositary.

    SECTION 5.5    Corporate Notices and Reports. The Company agrees that it
will transmit to the Depositary, and the Depositary will, promptly after receipt
thereof, transmit to the record holders of Depositary Shares, in each case at
the addresses furnished to it pursuant to Section 4.8, all notices and reports
(including without limitation financial statements) required by law, by the
rules of Nasdaq or of any over-the-counter market upon which the Preferred
Stock, the Depositary Shares or the Receipts are quoted or by the Company's
Amended and Restated Certificate of Incorporation (including the Certificate) to
be furnished by the Company to holders of shares of Preferred Stock. Such
transmission will be at the Company's expense.

    SECTION 5.6    Indemnification by the Company. The Company shall indemnify
the Depositary, any Depositary's Agent and any Registrar against, and hold each
of them harmless from, any loss, liability or expense (including the reasonable
costs and expenses of defending itself) that may arise out of (i) acts performed
or omitted in connection with this Agreement and the Receipts (a) by the
Depositary, any Registrar or any of their respective agents (including any
Depositary's Agent), except for any liability arising out of negligence or bad
faith on the respective parts of any such person or persons, or (b) by the
Company or any of its agents, or (ii) the offer, sale or registration of the
Receipts or the Preferred Stock pursuant to the provisions


                                       16


<PAGE>   20


hereof. The obligations of the Company set forth in this Section 5.6 shall
survive any succession of any Depositary, Registrar or Depositary's Agent.

    SECTION 5.7    Charges and Expenses. The Company shall pay all transfer and
other taxes and governmental charges in connection with the existence of the
depositary arrangements. The Company shall pay all charges of the Depositary in
connection with the initial deposit of the Preferred Stock and the initial
issuance of the Depositary Shares and redemption of the Preferred Stock at the
option of the Company. All other transfer and other taxes and governmental
charges shall be at the expense of holders of Depositary Shares. If, at the
request of a holder of Receipts, the Depositary incurs charges or expenses for
which it is not otherwise liable hereunder, such holder will be liable for such
charges and expenses. All other charges and expenses of the Depositary and any
Depositary's Agent hereunder and of any Registrar (including, in each case,
reasonable fees and expenses of counsel) incident to the performance of their
respective obligations hereunder will be paid upon consultation and agreement
between the Depositary and the Company as to the amount and nature of such
charges and expenses. The Depositary shall present its statement for charges and
expenses to the Company once every three months or at such other intervals as
the Company and the Depositary may agree.

                      ARTICLE VI AMENDMENT AND TERMINATION

    SECTION 6.1    Amendment. The form of the Receipts and any provisions of
this Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary in any respect which they may deem
necessary or desirable; provided, however, that no such amendment that shall
materially and adversely alter the rights of the holders of Depositary Shares
shall be effective unless such amendment shall have been approved by the holders
of at least a majority of the Depositary Shares then outstanding. Every holder
of an outstanding Depositary Share at the time any such amendment becomes
effective shall be deemed, by continuing to hold such Depositary Shares, to
consent and agree to such amendment and to be bound by this Agreement as amended
thereby.

        In no event shall any amendment impair the right, subject to the
provisions of Sections 2.5 and 2.6 hereof, of any owner of any Depositary Shares
to surrender any Receipt evidencing such Depositary Shares to the Depositary
with instructions to deliver to the holder of the Preferred Stock and all money
and other property, if any represented thereby, except in order to comply with
mandatory provisions of applicable law or the rules and regulations of any
governmental body, agency or commission, [the depositary for any DTC Receipts,]
Nasdaq or any stock exchange or over-the-counter market upon which the Preferred
Stock, the Depositary Shares or the Receipts may be listed or quoted.

    SECTION 6.2    Termination. This Agreement may be terminated by the Company
or the Depositary only after (i) all outstanding Depositary Shares shall have
been redeemed pursuant to Section 2.3; (ii) all the shares of Preferred Stock
have been withdrawn pursuant to Section 2.5; (iii) there shall have been made a
final distribution in respect of the Preferred Stock in connection with any
liquidation, dissolution or winding up of the Company and such distribution
shall have been distributed to the holders of Depositary Shares pursuant to
Section 4.1 or Section 4.2, as applicable; (iv) all outstanding Depositary
Shares shall have been converted into or exchanged for other securities; or (v)
upon determination by the Company to terminate this Agreement. In the case of a
termination pursuant to (iii) above, the Depositary shall give notice of
termination to the holders of Depositary Shares not less than 30 days before the
termination


                                       17


<PAGE>   21


date; and further, every holder shall upon surrender of its Receipts to the
Depositary be entitled to receive from the Depositary the number of whole or
fractional shares of the series of Preferred Stock that such Receipts relate to.

        Upon the termination of this Agreement, the Company shall be discharged
from all obligations under this Agreement except for its obligations to
the Depositary, any Depositary's Agent and any Registrar under Sections 5.6 and
5.7. The Depositary's indemnity under Section 5.3 shall survive the termination
of this Agreement and the resignation or removal of such Depositary.

                            ARTICLE VII MISCELLANEOUS

    SECTION 7.1    Counterparts. This Agreement may be executed in any number of
counterparts, and by each of the parties hereto on separate counterparts, each
of which counterparts, when so executed and delivered, shall be deemed an
original, but all such counterparts taken together shall constitute one and the
same instrument.

    SECTION 7.2    Exclusive Benefit of Parties. This Agreement is for the
exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.

    SECTION 7.3    Invalidity of Provisions. In case any one or more of the
provisions contained in this Agreement or in the Receipts should be or become
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.

    SECTION 7.4    Notices. Any and all notices to be given to the Company
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or by telegram or telex
confirmed by letter, addressed to the Company at 11111 Sunset Hills Drive,
Reston, Virginia 20190 to the attention of the Corporate Secretary, or at any
other address of which the Company shall have notified the Depositary in
writing.

        Any and all notices to be given to the Depositary hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telegram or telex confirmed by
letter, addressed to the Depositary at the Depositary's Office, at [ADDRESS OF
DEPOSITARY], or at any other address of which the Depositary shall have notified
the Company in writing.

        Any and all notices to be given to any record holder of a Depositary
Share hereunder or under the Receipts shall be in writing and shall be deemed to
have been duly given if personally delivered or sent by mail or by telegram or
telex confirmed by letter, addressed to such record holder at the address of
such record holder as it appears on the books of the Depositary, or if such
holder shall have filed with the Depositary a written request that notices
intended for such holder be mailed to some other address, at the address
designated in such request.

        Delivery of a notice sent by mail or by telegram or telex shall be
deemed to be effected at the time when a duly addressed letter containing the
same (or a confirmation thereof in the case of a telegram or telex message) is
deposited, postage prepaid, in a post office letter box. The Depositary or the
Company may, however, act upon any telegram or telex message


                                       18


<PAGE>   22


received by it from the other or from any holder of a Depositary Share,
notwithstanding that such telegram or telex message shall not subsequently be
confirmed by letter or as aforesaid.

    SECTION 7.5    Depositary's Agents. The Depositary may from time to time
appoint Depositary's Agents to act in any respect for the Depositary for the
purposes of this Agreement and may at any time appoint additional Depositary's
Agents and vary or terminate the appointment of such Depositary's Agents. The
Depositary will notify the Company of any such action.

    SECTION 7.6    Holders of Receipts Are Parties. The holders of Receipts from
time to time shall be parties to this Agreement and shall be bound by all of the
terms and conditions hereof and of the Receipts by acceptance of delivery
thereof.

    SECTION 7.7    Governing Law. This Agreement and the Receipts and all rights
hereunder and thereunder and provisions hereof and thereof shall be governed by,
and construed in accordance with, the laws of the State of New York.

    SECTION 7.8    Inspection of Agreement. Copies of this Agreement shall be
filed with the Depositary and the Depositary's Agents and shall be open to
inspection during business hours at the Depositary's Office and the respective
offices of the Depositary's Agents, if any, by any holder of a Receipt.

    SECTION 7.9    Headings. The headings of articles and sections in this
Agreement and in the form of the Receipt set forth in Exhibit A hereto have been
inserted for convenience only and are not to be regarded as a part of this
Agreement or the Receipts or have any bearing upon the meaning or interpretation
of any provision contained herein or in the Receipts.


                                       19
<PAGE>   23


        IN WITNESS WHEREOF, the Company and the Depositary have duly executed
this Agreement as of the day and year first above set forth, and all holders of
Depositary Shares shall become parties hereto by and upon acceptance by them of
delivery of Receipts issued in accordance with the terms hereof.

                                        XO COMMUNICATIONS, INC.

                                        By
                                             -----------------------------------




Attested by
              --------------------------------------------
              [SEAL]



                                        [NAME OF DEPOSITARY], as Depositary


                                        By:
                                             -----------------------------------



Attested by
              --------------------------------------------
              [SEAL]



<PAGE>   24


                                    EXHIBIT A
                          [FORM OF DEPOSITARY RECEIPT]


        CERTIFICATE FOR NOT MORE THAN [______________] DEPOSITARY SHARES

                    DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,
                  REPRESENTING PREFERRED STOCK, SERIES [___] OF
                             XO COMMUNICATIONS, INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


Serial Number _______                     Number of Depositary Shares ______

        [____________________], as Depositary (the "Depositary"), hereby
certifies that [____________________] is the registered owner of
[_______________________________] DEPOSITARY SHARES ("Depositary Shares"), each
Depositary Share representing [____] of Preferred Stock, Series [___], $.01 par
value of XO Communications, Inc., a Delaware corporation (the "Corporation"), on
deposit with the Depositary, subject to the terms and entitled to the benefits
of the Deposit Agreement dated as of [_______,____] (the "Deposit Agreement")
between the Corporation and the Depositary. By accepting this Receipt the holder
hereof becomes a party to and agrees to be bound by all the terms and conditions
of the Deposit Agreement. This Receipt shall not be valid or obligatory for any
purpose or entitled to any benefits under the Deposit Agreement unless it shall
have been executed by the Depositary by the manual signature of a duly
authorized officer and shall have been countersigned manually by a Registrar or
by the Depositary as Registrar in respect of the Receipts by the manual
signature of a duly authorized officer thereof.

Dated:
       -----------------------------------

                                             COUNTERSIGNED AND REGISTERED:


                                             By:
                                                  ------------------------------



                                             DEPOSITARY AND REGISTRAR


                                             By:
                                                  ------------------------------
                                                  Authorized Officer




<PAGE>   25


                     [REVERSE OF FORM OF DEPOSITARY RECEIPT]
                             XO COMMUNICATIONS, INC.

        XO COMMUNICATIONS, INC. WILL FURNISH WITHOUT CHARGE TO EACH RECEIPT
HOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR
SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF CAPITAL STOCK OR SERIES
THEREOF WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST
IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.

        The following abbreviations, when used in the inscription on the face of
this receipt, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                         <C>
        TEN COM               as tenants in common
        TEN ENT               as tenants by the entireties
        JT TEN                as joint tenants with right of survivorship and not as
                              tenants in common
</TABLE>

        Additional abbreviations may also be used though not in the above list.

        For value received, _____________________________________ hereby
sell(s), assign(s), and transfer(s) unto


                                       ----------------------------------
                                       (Name)

                                       ----------------------------------
                                       (Address)

                                       ----------------------------------


                                       ----------------------------------
                                       (City, State, Zip Code)

        Depositary Shares represented by this Receipt, and do hereby irrevocably
constitute and appoint _____________ to transfer the said Depositary Shares on
the books of the above named Depositary with full power of substitution in the
premises.

Dated :
        ----------------------------


NOTICE: The signature to this assignment must correspond with the name as
written upon the face of this Receipt in every particular, without alteration or
enlargement or any change whatever.