Exhibit 10.2


 


AMENDED AND RESTATED


2007 DIRECTOR PLAN OF


EXCO RESOURCES, INC.


(Adopted November 8, 2006)


(Amended and Restated Effective November 14, 2007)


 


1.             Purpose. The purpose of this
Amended and Restated 2008 Director Plan of EXCO Resources, Inc. (the “Director
Plan”) is (i) to attract to and retain at EXCO Resources, Inc., a Texas
corporation (the “Company”), qualified and competent directors, upon whose
efforts and judgment the success of the Company is largely dependent, and (ii) to
stimulate the active interest of these persons in the development and financial
success of the Company by providing for stock ownership in the Company by such
persons.


 


2.             Definitions. Except as otherwise stated, all capitalized terms herein shall have
the meanings assigned to such terms in the EXCO Resources, Inc. 2005 Long-Term
Incentive Plan, as amended (the “Incentive Plan”). In addition, the following
terms shall have the meanings indicated:


 


(a)           “Change in Control” shall mean:


 


(A)                              Any “Person” (as defined in paragraph (E) below), other than (1) the
Company or any of its subsidiaries, (2) a trustee or other fiduciary
holding stock under an employee benefit plan of the Company or any of its
Affiliates, (3) an underwriter temporarily holding stock pursuant to an
offering of such stock, or (4) a corporation owned, directly or
indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company, acquires ownership of
stock of the Company that, together with stock held by such Person, constitutes
more than 50% of the total fair market value or total voting power of the
Company’s stock. However, if any Person is considered to own more than 50% of
the total fair market value or total voting power of the Company’s stock, the
acquisition of additional stock by the same Person is not considered to be a
Change of Control;


 


(B)                                A majority of members of the Board is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority
of the Board before the date of the appointment or election; provided, however,
that any such director shall not be considered to be endorsed by the Board if
his or her initial assumption of office occurs as a result of an actual or
threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board; or


 


(C)                                There is consummated a merger or consolidation of the Company or any
direct or indirect subsidiary of the Company with any other corporation, except
if:


 


(1)                                  the merger or consolidation would result in
the voting stock of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting stock of the surviving entity or any parent thereof) more than 70%
of the total voting power of the stock of the Company or such surviving entity
or any parent thereof outstanding immediately after such merger or
consolidation; or


 


(2)                                  the merger or consolidation is effected to
implement a recapitalization of the


 


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Company
(or similar transaction) in which no Person acquires ownership during the
12-month period ending on the date of the most recent acquisition by such
Person, of stock of the Company (not including in the stock beneficially owned
by such Person any stock acquired directly from the Company or its Affiliates
other than in connection with the acquisition by the Company or its Affiliates
of a business) representing 30% or more of the total voting power of the Company’s
then outstanding stock; or


 


(D)  For purposes of this Section 2(a):


 


(1)                                  “Person” shall have the meaning given in Section 7701(a)(1) of
the Internal Revenue Code of 1986, as amended (the “Code”). Person shall
include more than one Person acting as a group as defined by the Final Treasury
Regulations issued under Section 409A of the Code.


 


(2)                                  “Affiliate” shall have the meaning set forth
in Rule 12b-2 promulgated under Section 12 of the Securities Exchange
Act of 1934, as amended.


 


(b)                                 “Committee” shall have the meaning set forth
in Section 8(a).


 


(c)                                  “Director” shall mean a member of the Company’s
Board of Directors.


 


(d)                                 “Director Fees” shall mean all fees payable
to Directors (including their annual retainer for Board services and all fees
paid for service on Board committees), as set from time to time by the Board,
payable in four (4) equal quarterly amounts (each of such four (4) amounts
being the “Quarterly Director Fees”) to each Director on the first business day
following the end of each fiscal quarter beginning with the fiscal quarter
ended December 31, 2006 (collectively, such payment dates being the “Quarterly
Payment Dates”), which may be paid in cash or in Shares. For clarification
purposes, “Director Fees” shall relate solely to the fees or other compensation
that are paid to a Director for his or her services as a Director.


 


(e)                                  “Effective Date” shall have the meaning set
forth in Section 4(b).


 


(f)                                    “Employee Director” shall mean a Director who
is an employee of the Company or any of its subsidiaries or affiliates.


 


(g)                                 “Nonemployee Director” shall mean a Director
who is not an employee of the Company or any of its subsidiaries or affiliates.


 


(h)                                 “Option” (when capitalized) shall mean any
stock option described in Section 5 of this Director Plan.


 


(i)                                     “Payment Election” shall have the meaning set
forth in Section 4(a).


 


(j)                                     “Quarterly Payment Dates” shall have the
meaning set forth in Section 2(d).


 


(k)                                  “Separation from Service” shall mean a
termination of services provided by a Director as a director of the Board or of
the board of directors of any other member of the controlled group


 


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of
corporations (as defined in Section 414(b) of the Code) which
includes the Company, (hereinafter for purposes of this Section 2(k) the
Company and such other controlled group members being referred to as “ERISA
Affiliates”) whether voluntarily or involuntarily, as determined by the
Committee in accordance with Treas. Reg. §1.409A-1(h). In determining whether a
Director has experienced a Separation from Service as a director of the Board
or of a board of directors of an ERISA Affiliate, the following provisions
shall apply:


 


(A)                              If a Director is an Employee Director at the time of his Separation
from Service as a Director, the services such Director provides as an employee
shall not be taken into account in determining whether the Director has a
Separation from Service as a Director for purposes of this Plan (provided that
this Plan is not, at the time of such determination, aggregated under Treas.
Reg. § 1.409A-1(c)(2)(ii) with any plan in which the Director
participates in as an employee, in which case he or she shall not be treated as
incurring a Separation from Service for purposes of this Plan until he or she
has separated from service both as a Director and as an employee).


 


(B)                                If a Nonemployee Director is also providing additional services to the
Company as an independent contractor, he or she shall not be treated as
incurring a Separation from Service for purposes of this Plan until he or she
has separated from service both as a Director and as an independent contractor.


 


(C)                                A Director shall be considered to have experienced a Separation from
Service when the facts and circumstances indicate that the Director and the
Company and each ERISA Affiliate reasonably anticipate that  the Director will perform no further
services for the Company or any ERISA Affiliate as a director of the Board (or
the board of directors of any ERISA Affiliate), and the Director’s term as a
member of the Board has expired.


 


(l)                                     “Share(s)” shall mean a share or shares of
the Common Stock.


 


3.             Incentive Plan.


 


(a)           Shares. To the
extent a Director elects that his or her Director Fees be paid as Shares in
accordance with Section 4, (i) such Shares shall be issued as
Other Awards pursuant to the Incentive Plan and shall be subject to all of the
terms and provisions thereof, and (ii) the number of Shares that shall be
granted as Other Awards shall be based on fair market value of the Shares
determined as of the date on which Director Fees would normally be paid to the
Director. With respect to this Shares component of the Director Fees, if there
is a conflict between the terms of this Director Plan and the Incentive Plan,
the terms of the Incentive Plan shall be given effect and the conflicting
provisions hereof shall be disregarded.


 


(b)           Options. Options described
in Section 5 of this Director Plan shall be issued as Nonqualified
Stock Options pursuant to the Incentive Plan and shall be subject to all of the
terms and provisions thereof. With respect to such Options, if there is a
conflict between the terms of this Director Plan and the Incentive Plan, the
terms of the Incentive Plan shall be given effect and the conflicting
provisions hereof shall be disregarded. If any Option granted hereunder shall
terminate, expire, or be canceled or surrendered as to any Shares, such Shares
shall thereafter be available for Awards under Article V of the Incentive
Plan.


 


4.             Director Fees. Each Director may make an election (a “Payment
Election”) in accordance with this Section 4 to receive all or a specified
portion his or her Director Fees in Shares, and/or to defer his or her


 


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receipt
of such Director Fees. A Payment Election shall be made in a manner
satisfactory to the Committee. Generally, a Payment Election shall be made by
completing and filing the specified election form with the Secretary or
his or her designee within the period described in Section 4(a). All
elections made in an election form are irrevocable, provided that any such election made for
any year may be revoked by a Director with respect to such year by
providing written notice of such revocation to the Fund prior to such year.


 


(a)           Timing of Election. Each
Director who is serving on the Board as of            
     , 2007 (the “Effective Date”) may make a Payment
Election at any time on or prior to the Effective Date or within 15 days after
the Effective Date, unless an election made during such period would result in
the current taxation of such person pursuant to Section 409A of the Code
or any guidance issued thereunder. If a person becomes a Director after the
Effective Date, such Director may make a Payment Election (i) no
earlier than the date that is 15 days prior to the date on which such person
first becomes a Director, and (ii) no later than the close of the day on
which such person first becomes a Director, unless an election made during such
period would result in the current taxation of such person pursuant to Section 409A
of the Code or any guidance issued thereunder. A Director who does not make a Payment
Election when first eligible may make a Payment Election before any
subsequent calendar year in accordance with administrative procedures
established with respect to the Director Plan.


 


(b)           Effect and Duration of Election. A Payment Election shall apply to Director Fees payable after the
date such election is made and shall be deemed to be continuing and applicable
to all Director Fees payable in subsequent calendar years, unless the Director
revokes or modifies such election by filing a new election form before the
first day of any subsequent calendar year in accordance with administrative
procedures established with respect to the Director Plan, effective for all Director
Fees payable on and after the first day of such calendar year.


 


(c)           Timing of Payment. Each
Payment Election filed under this Section 4 shall specify the
time(s) when a Director shall receive his or her Directors Fees. Pursuant to
such Payment Election, the Director may elect to receive his or her
Director Fees: (i) on the Quarterly Payment Dates on which such Director
Fees are normally paid to a Director; (ii) on or as soon as
administratively feasible after the date on which the Director incurs a Separation
from Service; (iii) on or as soon as administratively feasible after the
date specified by the Director; (iv) upon a Change in Control; or (v) upon
the earliest to occur of two or more of the events described in  “(ii),” “(iii),” and/or “(iv)” above. With
respect to receiving, or beginning to receive, a distribution in accordance
with “(ii),” “(iii),” “(iv),” or “(v)” above, a Director must elect to receive
such distribution in the applicable election form and in accordance with Section 4.
If a Director dies before his or her Director Fees have been distributed
pursuant to this Director Plan, such Director Fees shall be paid as soon as
administratively feasible after the Director’s death, to the Director’s
beneficiary in accordance with Section 7. Notwithstanding the
foregoing, if a Director has elected to defer payment or the commencement of
payment of his or her Director Fees, as applicable, to a specified date in
accordance with clause (iii) or clause (v) above, and the Director
wishes to change such date to a later date, the Director may elect to
change such date by delivering an additional election form to the
Secretary or his or her designee (“Second Timing Election”).
Such a Second Timing Election must be made at least twelve (12) months prior to
the original payment date or payment commencement date, as applicable, and must
defer payment or the commencement of payments of Director Fees, as applicable,
for an additional period of not less than five (5) years after the
applicable original payment date or payment commencement date.


 


(d)           Form of Payment. Each
Payment Election filed under this Section 4 shall specify the form(s)
in which a Director shall receive his or her Directors Fees. Pursuant to such
Payment Election, the Director may elect to receive his or her Director
Fees:  (i) in cash; (ii) Shares
with a fair market value equal to his or her


 


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Director Fees; or (iii) fifty percent (50%) of his or her Director
Fees in cash, and Shares with a fair market value equal to fifty percent (50%) of
his or her Quarterly Director Fees. If a Director has elected to defer the
payment of his or her Director Fees, a Payment Election filed under this Section 4
shall specify whether the payment of his or her Director Fees is to be settled
by delivering cash and/or Shares to the Director in either (i) a lump sum,
or (ii) substantially equal annual installments over a period not to
exceed five (5) years. Any fractional Shares credited to a Director at the
time of a distribution shall be paid in cash at the time of such distribution. Notwithstanding
the foregoing, if a Director has elected to defer the payment of his or her
Director Fees and he or she wishes to change the manner in which such Director
Fees are distributed, the Director may elect to change such manner of
distribution by delivering an additional election form to the Secretary or
his or her designee (“Second Option Election”).
Such a Second Option Election must be made at least 12 months prior to the
original payment date or payment commencement date, as applicable, and must
defer payment or the commencement of payments, as applicable, for an additional
period of not less than 5 years after the applicable original payment date or
payment commencement date.


 


(e)           Crediting of Dividend Equivalents. With respect to deferred Director Fees that are payable to a Director
in Shares, upon the Company’s payment of a cash dividend to its shareholders,
the number of whole and fractional Shares otherwise payable to such Director
shall be increased by the Fair Market Value equivalent of the cash dividends
that otherwise would have been paid on the number of such Shares as of the
close of business on the record date for such dividend.


 


5.             Automatic Grant of Options.


 


(a)           An Option to purchase 50,000 Shares shall automatically be granted to
each new Director (but not current Directors serving as of the date of adoption
of this Director Plan) on a nondiscriminatory basis on the date such Director is
initially elected or appointed a Director of the Company.


 


(b)           Options automatically granted to  Directors pursuant to this Section 5
shall be in addition to the Director Fees or any other benefits with respect to
the Director’s position with the Company or its Subsidiaries.


 


(c)           An Option shall vest in four (4) equal amounts of 12,500  Shares per year over  four (4) years
with the first 12,500 shares vesting upon grant. The foregoing notwithstanding,
no Shares subject to a Director’s Option shall vest in any fiscal year in which
the Director attends less than seventy-five percent (75%) of the Board meetings
held for that fiscal year; failure to attend the requisite number of meetings
during a given fiscal year shall result in a forfeiture of the 12,500 Shares
subject to the Option that were eligible to vest in that year. In the event a
Director ceases to serve as such for any reason, the unvested Shares subject to
the Option shall be forfeited, and the Option shall only be exercisable for the
number of Shares that vested prior to the Director ceasing to serve as a
Director. If a Director dies before exercising his or her Option pursuant to
this Director Plan, such Option shall be transferred as administratively
feasible after the Director’s death, to the Director’s beneficiary in
accordance with Section 7.


 


(d)           Except for the automatic grants of Options under subparagraph (a) of
this Section 5 and the issuance of Shares to Directors under Section 4
above, no Options or Shares shall otherwise be granted hereunder, and the Board
shall not have any discretion with respect to the grant of Options or issuance
of Shares within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the “1934 Act”), or any successor
rule.


 


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6.             Unfunded
Status.


 


(a)           General. The
interest of each Director in any Director Fees deferred under the Plan shall be
that of a general creditor of the Company. Deferred Director Fees that are
payable in cash and or Shares, shall at all times be maintained by the Company
as bookkeeping entries evidencing unfunded and unsecured general obligations of
the Company. Except as provided in Section 6(b), no money or other
assets shall be set aside for any Director.


 


(b)           Trust. To the extent
determined by the Company’s Board of Directors, the Company may transfer
funds necessary to fund all or part of the payments under the Director
Plan to a domestic trust; however, the assets held in any such trust shall
remain at all times subject to the claims of the general creditors of the
Company. No Director or beneficiary shall have any interest in the assets held
in any such trust or in the general assets of the Company other than as a
general, unsecured creditor. Accordingly, the Company shall not grant a
security interest in the assets held by any such trust in favor of any
Director, beneficiary or creditor.


 


7.             Designation of Beneficiary. Each Director may designate, on a form provided
by the Committee, one or more beneficiaries to receive payment of the Director’s
deferred Director Fees and Options, if applicable, in the event of such
Director’s death. The Company may rely upon the beneficiary designation
list filed with the Committee, provided that such form was executed by the
Director or his or her legal representative and filed with the Committee prior
to the Director’s death. If a Director has not designated a beneficiary, or if
the designated beneficiary is not surviving when a payment is to be made to such
person under the Plan, the beneficiary with respect to such payment shall be
the Director’s estate.


 


8.             Administration.


 


(a)           General Administration;
Establishment of Committee. Subject
to the terms of this Section 8, the Director Plan shall be administered
by the Board or such committee of the Board as is designated by the Board to
administer this Director Plan (the “Committee”). The Committee shall consist of
not fewer than two persons. Any member of the Committee may be removed at
any time, with or without cause, by resolution of the Board. Any vacancy
occurring in the membership of the Committee may be filled by appointment
by the Board. At any time there is no Committee to administer this Director
Plan, any references in this Director Plan to the Committee shall be deemed to
refer to the Board.


 


Membership
on the Committee shall be limited to those members of the Board who are “outside
directors” under Section 162(m) of the Internal Revenue Code of 1986, as
amended (the “Code”) and “non-employee directors” as defined in Rule 16b-3
promulgated under the 1934 Act only in the event the Common Stock should ever
be registered under the 1934 Act. The Committee shall select one of its members
to act as its Chairman. A majority of the Committee shall constitute a quorum,
and the act of a majority of the members of the Committee present at a meeting
at which a quorum is present shall be the act of the Committee.


 


(b)           Authority of the Committee. The Committee, in its discretion, shall (i) interpret
this Director Plan, (ii) prescribe, amend, and rescind any rules and
regulations necessary or appropriate for the administration of this Director
Plan, and (iii) make such other determinations or certifications and take
such other action as it deems necessary or advisable in the administration of
this Director Plan. Any interpretation, determination, or other action made or
taken by the Committee shall be final, binding, and conclusive on all
interested parties. The Committee’s discretion set forth herein shall not be limited
by any provision of this Director Plan, including any provision which by its
terms is applicable notwithstanding any other provision of this Director Plan
to the contrary.


 


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The
Committee may delegate to officers of the Company, pursuant to a written
delegation, the authority to perform specified functions under this
Director Plan. Any actions taken by any officers of the Company pursuant to
such written delegation of authority shall be deemed to have been taken by the
Committee.


 


9.                                       Duration, Amendment and Termination.


 


(a)           Duration. This
Director Plan shall continue in effect until terminated in accordance with Section 9(b) or
until such time as the Incentive Plan is terminated.


 


(b)           Amendment and Termination. The Director Plan may be terminated or amended in any respect by
resolution adopted by two-thirds of the Board. Notwithstanding anything
contained in this Director Plan to the contrary, unless required by law, no
action contemplated or permitted by this Section 9(b) shall
adversely affect any rights of Directors or obligations of the Company to
Directors with respect to any Options, Shares or other compensation theretofore
granted under this Director Plan without the consent of the affected Director.


 


(c)           Form of Amendment.
The form of any amendment or termination of the Director Plan shall be a
written instrument signed by a duly authorized officer or officers of the
Company, certifying that the amendment or termination has been approved by at
least two-thirds of the Board.


 


10.           Successors. Except as otherwise provided in the Incentive Plan with respect to
Options and Shares, the terms and provisions of this Director Plan shall not be
binding on any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company.


 


11.           Adjustment Provisions. In the event of a  reorganization,
recapitalization, stock split, stock dividend, spin-off, combination, corporate
exchange, merger, consolidation or other change in the Common Stock or any
distribution to shareholders of Common Stock other than cash dividends or any
similar transaction that affects the fair value of an award of Options or
Shares, then the Committee shall adjust the type and number of Shares awarded
to a Director (either as part of an Option or in lieu of cash Director
Fees) so that the fair value of such award immediately after the transaction or
event is equal to the fair value of the award immediately prior to the
transaction or event. Such adjustment shall be made in accordance with the rules of
any securities exchange, stock market, or stock quotation system to which the
Company is subject. Notwithstanding the foregoing, no such adjustment shall be
made or authorized to the extent that such adjustment would cause the Director
Plan or any deferred Director Fees thereunder to violate Section 409A of
the Code.


 


12.           Miscellaneous Provisions.


 


(a)           No Right to Continued Employment. Neither this Director Plan, the Incentive Plan, nor any Options,
Shares or other compensation granted thereunder shall confer upon any Director
the right to continue to serve as a Director.


 


(b)           Indemnification of Board and Committee. No member of the Board or the Committee,
nor any officer or employee of the Company acting on behalf of the Board or the
Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to this Director Plan,
and all members of the Board and the Committee, each officer of the Company,
and each employee of the


 


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Company
acting on behalf of the Board or the Committee shall, to the extent permitted
by law, be fully indemnified and protected by the Company in respect of any
such action, determination, or interpretation.


 


(c)           Effect of the Plan. Neither
the adoption of this Director Plan nor any action of the Board or the Committee
shall be deemed to give any person any right to be granted Options, Shares or
other compensation or any other rights except as may be evidenced by this
Director Plan, or any amendment thereto, duly authorized by the Committee and
executed on behalf of the Company, and then only to the extent and upon the
terms and conditions expressly set forth therein.


 


(d)           Compliance With Other Laws and Regulations. Notwithstanding anything contained herein
to the contrary, the Company shall not be required to sell or issue Shares
under any Options, Shares or other compensation if the issuance thereof would
constitute a violation by the Director or the Company of any provisions of any
law or regulation of any governmental authority or any national securities
exchange or inter-dealer quotation system or other forum in which Shares are quoted
or traded (including without limitation Section 16 of the 1934 Act in the
event the Shares should ever be registered under the 1934 Act and Section 162(m)
of the Code); and, as a condition of any sale or issuance of Shares hereunder,
the Committee may require such agreements or undertakings, if any, as the
Committee may deem necessary or advisable to assure compliance with any
such law or regulation. The Director Plan, the Options, Shares or other
compensation provided hereunder, and the obligation of the Company to sell and
deliver Shares, shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as may be
required.


 


(e)           Governing Law. The
validity, interpretation, construction and performance of this Director Plan
shall in all respects be governed by the laws of the State of Texas.


 


(f)            Tax Requirements; Employee Directors. The Company shall have the right to deduct from all amounts paid in
cash or other form in connection with this Director Plan, any Federal,
state, local, or other taxes required by law to be withheld in connection with
the Options, Shares or other compensation provided hereunder. The Company may,
in its sole discretion, also require an Employee Director receiving Shares
issued hereunder to pay the Company the amount of any taxes that the Company is
required to withhold in connection with the Employee Director’s income arising
with respect to such Shares. Such payments shall be required to be made when requested
by Company and may be required to be made prior to the delivery of any
certificate representing Shares. Such payment may be made (i) by the
delivery of cash to the Company in an amount that equals or exceeds (to avoid
the issuance of fractional shares under (iii) below) the required tax
withholding obligations of the Company; (ii) if the Company, in its sole
discretion, so consents in writing, the actual delivery by the exercising Employee
Director to the Company of Shares that the Employee Director has not acquired
from the Company within six (6) months prior to the date of payment, which
shares so delivered have an aggregate Fair Market Value that equals or exceeds
(to avoid the issuance of fractional shares under (iii) below) the
required tax withholding payment; (iii) if the Company, in its sole
discretion, so consents in writing, the Company’s withholding of a number of Shares
to be delivered upon the exercise of an Option, which shares so withheld have
an aggregate fair market value that equals (but does not exceed) the required
tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The
Company may, in its sole discretion, withhold any such taxes from any other
cash remuneration otherwise paid by the Company to the Employee Director.


 


(g)           Section 409A of the Code; Delay of Payments. The terms of this Director Plan have been
designed to comply with the requirements of Section 409A of the Code,
where applicable, and shall be interpreted and administered in a manner
consistent with such intent. Any Options, Shares or other


 


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compensation
which constitutes deferred compensation under Section 409A of the Code
shall not have the time or schedule of any payment thereunder accelerated,
except as permitted under the guidance issued under Section 409A of the
Code. Notwithstanding anything to the contrary in this Plan, (i) if upon a
Director’s Separation from Service, the Director is a “specified employee”
within the meaning of Section 409A of the Code, and the deferral of any
amounts otherwise payable under this Director Plan as a result of the Director’s
Separation from Service is necessary in order to prevent any accelerated or
additional tax to the Director under Section 409A of the Code, then the
Company will delay the payment of any such amounts hereunder until the earliest
of (x) the date that is six (6) months following the date of the Director’s
Separation from Service, (y) the date the Director becomes “disabled” (as
defined in Section 409A of the Code); and (z) the date of the Director’s
death following such Separation from Service; and (ii) if any other
payments of money or other benefits due to the Director hereunder could cause
the application of an accelerated or additional tax under Section 409A of
the Code, such payments or other benefits shall be delayed if such delay will
make such payment or other benefits compliant under Section 409A of the
Code. Upon the expiration of the applicable deferral period, any delayed
amounts will be paid to the Director in a single lump sum, with interest from
the date otherwise payable, at the prime rate as published in The Wall Street
Journal on the Director’s Separation from Service.


 


(h)           Assignability. Except
as otherwise provided herein and in the Incentive Plan, no Options or rights to
receive Shares or other compensation provided hereunder may be
transferred, assigned, pledged, hypothecated or otherwise conveyed or
encumbered other than by will or the laws of descent and distribution.


 


A
copy of this Plan shall be kept on file in the office of the Company at 12377
Merit Drive, Suite 1700, Dallas, Texas, United States, or any successor
location of the Company’s principal executive offices.


 


***************


 


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IN
WITNESS WHEREOF, the Company has caused this instrument to be executed as of November 14,
2007, by its Chairman and Chief Executive Officer and Secretary pursuant to
prior action taken by the Board.


 


 


	
  

  	
  EXCO RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Douglas H. Miller

  	
   

  
	
   

  	
  Name:
   Douglas H. Miller

  
	
   

  	
  Title:
    Chairman and Chief Executive Officer

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  William L. Boeing

  	
   

  	
   

  
	
  William
  L. Boeing

  	
   

  
	
  Vice
  President, General Counsel and Secretary

  	
   

  
					



 


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