<PAGE>   1

                                                                     EXHIBIT 4.5

                           FORM OF RIGHTS CERTIFICATE

CONTROL NUMBER [0000]           EXCO RESOURCES, INC.          RIGHTS CERTIFICATE

                               RIGHTS CERTIFICATE
                 FOR SHARES OF   % CONVERTIBLE PREFERRED STOCK
                            OF EXCO RESOURCES, INC.
                       VOID IF NOT EXERCISED AT OR BEFORE
       5:00 P.M. (NEW YORK TIME)             , 2001, THE EXPIRATION DATE

                    THIS RIGHTS CERTIFICATE IS TRANSFERABLE
           AND MAY BE DIVIDED AT THE OFFICE OF THE SUBSCRIPTION AGENT

                              [          ] SHARES
                    SUBSCRIPTION PRICE U.S. $     PER SHARE
                       OF   % CONVERTIBLE PREFERRED STOCK

THIS RIGHTS CERTIFICATE MAY BE USED
TO SUBSCRIBE FOR SHARES OR MAY BE ASSIGNED
OR SOLD, FULL INSTRUCTIONS APPEAR ON THE BACK
OF THIS RIGHTS CERTIFICATE.

<TABLE>
<S>               <C>                     <C>
REGISTERED OWNER         [OWNER]                 CUSIP
  [0000000000]    [**NUMBER OF RIGHTS**]
</TABLE>

     The registered owner of this Rights Certificate, named above, or assignee,
is entitled to the number of rights (the "Rights") to subscribe for shares of
  % convertible preferred stock (the "Convertible Preferred Stock") of EXCO
Resources, Inc. ("EXCO") shown above, in the ratio of one share of common stock,
par value $.02 per share, of EXCO for each Right, pursuant to the basic
subscription privilege and upon the terms and conditions and at the price for
each unit of Convertible Preferred Stock specified in the Prospectus dated
            , 2001.

     If you subscribe for fewer than all the shares represented by your Rights
Certificate, the Subscription Agent will issue a new Rights Certificate
representing the balance of the unsubscribed Rights, provided that the
Subscription Agent has received your Rights Certificate and payment prior to
5:00 p.m., New York time, on             , 2001. No new Rights Certificate will
be issued after such date.

           IMPORTANT: Complete appropriate form on the reverse side.

DATE:             , 2001

<TABLE>
<S>                                                    <C>
                                                       EXCO RESOURCES, INC.

-----------------------------------------------------  -----------------------------------------------------
Secretary                                              President
LOGO
                                                       [seal]
</TABLE>
<PAGE>   2

                   PLEASE FILL IN ALL APPLICABLE INFORMATION

<TABLE>
<S>  <C>                            <C>                  <C>  <C>                    <C>
TO:  Subscription Agent                                              Expiration Date:        , 2001
     Continental Stock Transfer
     Reorganization Department
     2 Broadway, 19th Floor
     New York, NY 10004
A.   Basic Subscription Privilege                          x                      $             = $
                                    -------------------       ---------------------  --------------
                                    (No. of Shares)            (Subscription Price)
B.   Oversubscription Privilege                            x                      $             = $
                                    -------------------(1)    ---------------------  --------------(2)
                                    (No. of Shares)            (Subscription Price)
                                                                                          TOTAL = $
                                                                    -------------------------------
C.   Amount of Check Enclosed (or
     amount in notice of
     guaranteed delivery) payable
     to "Continental Stock
     Transfer as Subscription
     Agent"
D.   Transfer Rights as set forth
     in Section 2. (Holder needs
     to complete Section 2).
</TABLE>

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

(1) This amount cannot exceed the number of shares under "A. Basic Subscription
    Privilege."

(2) The Oversubscription Privilege can be exercised by a holder of rights only
    if the rights held by him are exercised to the fullest extent possible.

     SECTION 1. TO SUBSCRIBE: I hereby irrevocably subscribe for the number of
shares of   % Convertible Preferred Stock of EXCO for the price indicated as the
total of A and B hereon upon the terms and conditions specified in the
Prospectus related hereto, receipt of which is acknowledged. I hereby agree that
if I fail to pay for the shares of Convertible Preferred Stock for which I have
subscribed, EXCO may exercise any of the remedies set forth in the Prospectus.

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

----------------------------------
    Signature of Subscriber(s)

----------------------------------
  Address for delivery of Shares

If permanent change of address,
check here [ ]

Please give your telephone
  number: ( )
             ---------------------

Tax I.D. Number or Social
  Security Number:
                  ----------------
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     SECTION 2. TO TRANSFER RIGHTS. For value received,                     of
the Rights represented by the Rights Certificate are assigned to:

---------------------------------------
     (Print Full Name of Assignee)

---------------------------------------
   (Print Full Address of Assignee)

---------------------------------------
      Signature(s) of Assignor(s)

IMPORTANT:  The signature(s) must correspond in every particular, without
            alteration, with the name(s) as printed on the face of this Rights
            Certificate

     YOUR SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION AS
DEFINED IN RULE 17AD-15 OF THE SECURITIES EXCHANGE ACT OF 1934.

Signature:

---------------------------------------
        (Name of Bank or Firm)

Guaranteed By:

---------------------------------------
   (Signature of Officer and Title)

     PROCEEDS FROM THE SALE OF RIGHTS MAY BE SUBJECT TO WITHHOLDING OF U.S.
TAXES UNLESS THE SELLER'S CERTIFIED U.S. TAXPAYER IDENTIFICATION NUMBER (OR
CERTIFICATE REGARDING FOREIGN STATUS) IS ON FILE WITH THE SUBSCRIPTION AGENT AND
THE SELLER IS NOT OTHERWISE SUBJECT TO U.S. BACKUP WITHHOLDING.