Exhibit 10.1


AMENDED AND RESTATED


2007 DIRECTOR PLAN OF


EXCO RESOURCES, INC.


(Adopted November 8, 2006)


(Amended and Restated Effective January 1, 2007)


1.                                       Purpose.  The purpose of this Amended
and Restated 2007 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 (the “Incentive Plan”).  In addition, the following terms shall have
the meanings indicated:


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


(b)                                 “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.


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


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


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


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


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


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


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


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



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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 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 January 1, 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 Termination of 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



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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 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 12,500Shares per year overfour (4)years



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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.


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.



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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.


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 areorganization, 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



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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 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



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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 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 Termination of 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 Termination of 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 date that is six (6) months following the date of the
Director’s Termination of Service (“Termination Date”), at which time any such
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 Termination Date, 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.


(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 January 1, 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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