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VOID AFTER NOVEMBER _____, 2003	 	 
	NUMBER	 	 	 	 
	RB-	 	
THIS CERTIFICATE AND
THE RIGHTS REPRESENTED
BY IT ARE HELD SUBJECT
TO THE TERMS AND
CONDITIONS HEREIN
DESCRIBED. ANY SALE,
ASSIGNMENT, PLEDGE OR
TRANSFER OF THESE
RIGHTS IS STRICTLY
PROHIBITED.
	 	UNDERLYING
COMMON

RIGHTS   
                




XO COMMUNICATIONS, INC.




NON-TRANSFERABLE CLASS B SUBSCRIPTION RIGHTS CERTIFICATE



This non-transferable class A rights certificate (the “Subscription Rights
Certificate”) certifies that FOR VALUE RECEIVED



     (the “Registered Holder”) is the owner of non-transferable subscription
rights (the “Subscription Rights”) with the number of underlying common rights
set forth above and related over-subscription rights. Upon presentation of
this Subscription Rights Certificate with the form of election on the reverse
side hereof properly completed and duty executed and accompanied by payment in
full of the Purchase Price in U.S. dollars for the number of shares of New
Common Stock subscribed by check, bank check, money order or wire transfer, the
Registered Holder is entitled to purchase from XO Communications, Inc., a
Delaware corporation (the “Company”), at any time on or before November     , 2003
(the “Subscription Rights Expiration Date”), at the office of American Stock
Transfer & Trust Company, 59 Maiden Lane, Plaza Level, New York, NY 10038, or
its successors, as Rights Agent (the “Rights Agent”), for a purchase price of
$5.00 (the “Purchase Price”) (i) a number of fully paid and non-assessable
shares of the Company’s common stock par value $.01 per share (the “New Common
Stock”) equal to each one hundred and sixteen (116) underlying common rights as
set forth above and (ii) pursuant to the exercise of oversubscription rights,
additional shares of New Common Stock, subject to availability and allocation
as described in the Prospectus, dated October     , 2003, related to these
securities (the “Prospectus”). Capitalized terms used herein without
definition are used as defined in the Prospectus.



     The Company is offering 40,000,000 shares of New Common Stock (the “Rights
Shares”) at $5.00 per share for an aggregate of $200 million through the rights
offering; provided, that the Company may offer up to an additional 3,333,333
shares to holders pre-petition Class A Common Stock Interests for up to an
aggregate of $16,666,666 in certain events. A Registered Holder may exercise
over-subscription rights for any or all of the available Rights Shares, subject
to the priority and allocation rules described below through the Subscription
Rights Expiration Date. Each Registered Holder may specify on the back of this
Subscription Rights Certificate the total number of Rights Shares it wishes to
purchase (up to the full amount of the offering), subject to allocation and pro
ration as follows:



First: to the holders of pre-petition General Unsecured Claims and pre-petition
Senior Note Claims, pro rata based on the ratio of the amount of each such
exercising holder’s claim to the aggregate amount of all claims in such
classes;



Second: one-third of any remaining Subscription Rights to each of the following
groups of holders: (i) holders of pre-petition Subordinated Note Claims, (ii)
holders of pre-petition Preferred Stock Interests, and (iii) holders of
pre-petition Class A Common Stock Interests, allocated in each case pro rata
based on the ratio of the amount of each such exercising holder’s claim,
liquidation preference (in the case of pre-petition Preferred Stock Interests)
or number of shares (in the case of the pre-petition Class A Common Stock) to
the aggregate amount of all claims, liquidation preference or number of shares,
as applicable, of such holder’s class; provided that, pursuant to the
Shareholder Stipulation, if, but only to the extent, that the holders of
pre-petition Class A Common Stock Interests receive Subscription Rights with an
aggregate exercise price of less than $16,666,666, additional Subscription
Rights will be issued and allocated to such holders; provided, further, that
any Subscription Rights remaining after such allocation shall subsequently be
reallocated solely among holders of pre-petition Class A Common Stock
Interests, based on the ratio of the amount of each such exercising holder’s
funded but unfilled subscription request to the aggregate funded but unfilled
subscription requests of all holders of pre-petition Class A Common Stock
Interests; provided, further, that any such additional but unexercised
Subscription Rights shall not be allocated beyond this Second allocation tier
and shall be deemed cancelled as of the Subscription Rights Expiration Date;



Third: any remaining Subscription Rights, to the holders of pre-petition
General Unsecured Claims and pre-petition Senior Note Claims, pro rata based on
the ratio of the amount of each such exercising holder’s funded but unfilled
subscription request to the aggregate funded but unfilled subscription requests
of all holders of such classes; and



Fourth: any remaining Subscription Rights, to the holders of pre-petition
Subordinated Note Claims, pre-petition Preferred Stock Interests and
pre-petition Class A Common Stock Interests and Class B Common Stock Interests,
pro rata based on the ratio of the amount of each such exercising holder’s
funded but unfilled subscription request to the aggregate funded but unfilled
subscription requests of all holders of such classes.



     The payment for firm and over-subscription rights will be held in a
special bank account by the Rights Agent. If insufficient Rights Shares are
available to fill a Registered Holder’s over-subscription right request, the
Rights Agent will promptly refund any funds for which Rights Shares are
unavailable. THE FUNDS RETURNED TO REGISTERED HOLDERS AS A RESULT OF
INSUFFICIENT RIGHTS SHARES TO FILL OVER-SUBSCRIPTION PRIVILEGE REQUESTS WILL
NOT BEAR INTEREST. The Rights Agent will issue certificates representing
Rights Shares to subscribers as described in the Prospectus as soon as
commercially practicable after the conclusion of the offering, which may
include the offering of share pursuant to separate, transferable rights in a
subsequent phase of the offering. The Company will not issue fractional Rights
Shares.



     This Subscription Rights Certificate, and the Subscription Rights
represented hereby are indivisible, non-transferable and non-assignable. Prior
to the exercise of any Subscription Rights represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company by
virtue of such holder’s ownership of any Subscription Rights, including,
without limitation, the right to vote or to receive dividends or other
distributions, and shall not be entitled to receive any notice of any
proceedings of the Company or to receive any notice.



     This Subscription Rights Certificate shall not be valid or obligatory
until it has be countersigned by the Rights Agent.



     IN WITNESS WHEREOF, the Company has caused this Subscription Rights
Certificate to be signed by its duly authorized officers and its corporate seal
to be imprinted hereon.




	 	 	 	 	 	 	 
	Dated:	 	 	 	XO COMMUNICATIONS, INC.
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	 
	 	 	
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER
	 	 	 	CHIEF EXECUTIVE OFFICER, PRESIDENT AND DIRECTOR




	 	 	 
	 	 	
Countersigned and Registered:
	 	 	
AMERICAN STOCK TRANSFER & TRUST COMPANY
	 	 	
as Rights Agent
	 	 	 
	 	 	
By:
	 	 	
AUTHORIZED SIGNATURE



 







 



XO COMMUNICATIONS, INC.




FORM OF ELECTION TO EXERCISE SUBSCRIPTION RIGHTS

(to be executed if holder desires to exercise the Rights)

Please Print All Information Clearly And Legibly.



     The undersigned irrevocably hereby elects to exercise Subscription Rights
represented by this Subscription Rights Certificate and irrevocably subscribes
to purchase the number of Rights Shares set forth below upon the terms and
subject to the conditions set forth on the face of this Subscription Rights
Certificate and in the Prospectus:




	 	 	 	 	 
	Total Number of Rights Shares to
be exercised pursuant to Firm
Subscription Rights:	 	
 
	 	 
Rights Shares*
	 	 	

	 	 
	 	 	 	 	 
	Total Number of Shares requested:	 	
 
	 	Rights Shares**
	 	 	

	 	 
	 	 	 	 	 
	Purchase Price:	 	
$5.00 per share	 	 
	 	 	 	 	 
	Total Subscription Price:	 	
$	 	 
	 	 	

	 	 
	 	 	
(amount enclosed)	 	 






	*	 	The number of Firm Subscription Rights equals the number of Underlying
Common Rights set forth on the front of this certificate divided by one hundred
and sixteen (116). Fractional Firm Subscription Rights are not exercisable in
this offering.
	 
	**	 	Any number of shares, up to a maximum of 40,000,000 shares, may be
requested, as long as the subscription price is paid in full, but requests
in excess of the amount of the Firm Subscription Right as properly
calculated above will be subject to the allocation and pro ration rules
described thereon and in the Prospectus.



     The form of election must be accompanied by check, bank check, money order
or wire transfer in U.S. dollars for the number of Rights Shares requested
multiplied by the $5.00 purchase price per share.



Method of Payment (check one):





	o	 	Check, Bank Draft, Cashier’s Check or Money Order Payable to American Stock
Transfer & Company as Right Agent — XO Communications, Inc.
	 
	o	 	Wire Transfer directly to a bank account maintained by American Stock Transfer
& Trust Company as Rights Agent — XO Communications, Inc. at Chase Manhattan
Bank, ABA Routing #021-000-021, for Credit to Account #323053785, Further
credit: XO Communications Rights Offering.



     The undersigned understands that he is not assured of receiving any Rights
Shares in excess of the number of Firm Subscription Rights, if any, set forth
on the face of this Certificate, and that he will receive any additional Rights
Shares requested above only in accordance only with the allocation and pro
ration rules set forth on the face of this Certificate and in the Prospectus.
The undersigned also understands that any portion of the purchase price
remitted herewith in respect of shares requested but not allocated to him for
purchase will be returned to him without interest in due course.



     The undersigned acknowledges that all Rights Shares will be issued in the
name of the Registered Holder and will be sent to the Registered Holder’s
address of record with the Rights Agent. By completing this Election to
Exercise Subscription Rights, the undersigned hereby certifies that he has
received and had an opportunity to read the Prospectus.




	 	 	 
	
	 	


	Registered Holder Name	 	
Social Security Number/TIN
	 	 	 
	 

	 	 
	 	 	 
	 	 	 
	
	 	


	 	 	
Signature(s)
	 	 	 
	 	 	 
	
	 	


	Registered Holder Mailing Address	 	
Signature(s)
	 	 	 
	Dated: _____, 2003	 	 



The signature(s) must correspond in every particular, without alteration, with
the name(s) as printed on the reverse of this Subscription Rights Certificate.