EXHIBIT 10.2


 


FIRST AMENDMENT TO


 


The EXCO Holdings Inc.


 


2004 LONG-TERM INCENTIVE PLAN


 


The EXCO Holdings Inc. 2004
Long-term Incentive Plan (the “Plan”) is hereby amended as of November 18, 2004
as follows:


 


1.                                       All
capitalized terms used herein but not defined herein shall have the meaning set
forth in the Plan.


 


2.                                       Section
15.7 is hereby amended by deleting the text in its entirety and substituting in
lieu thereof the following:


 


“15.7      Assignability.  Incentive Stock Options may not be
transferred, assigned, pledged, hypothecated or otherwise conveyed or
encumbered other than by will or the laws of descent and distribution and may
be exercised during the lifetime of the Participant only by the Participant or
the Participant’s legally authorized representative, and each Award Agreement
in respect of an Incentive Stock Option shall so provide. The designation by a
Participant of a beneficiary will not constitute a transfer of the Stock
Option.  The Committee may waive or
modify any limitation contained in the preceding sentences of this
Section 15.7 that is not required for compliance with Section 422 of the
Code.


 


Except as
otherwise provided herein, Nonqualified Stock Options  and SARs may not be transferred, assigned,
pledged, hypothecated or otherwise conveyed or encumbered other than by will or
the laws of descent and distribution. 
The Committee may, in its discretion, authorize all or a portion of a
Nonqualified Stock Option or SAR to be 
granted to a Participant on terms which permit transfer by such Participant
to (i) the spouse (or former spouse), children or grandchildren of the
Participant (“Immediate Family Members”), (ii) a trust or trusts for the
exclusive benefit of such Immediate Family Members, (iii) a partnership in
which a majority of the partnership interests are owned by (1) the Participant
or such Immediate Family Members and/or (2) entities which are substantially
controlled by the Participant or Immediate Family Members, (iv) an entity
exempt from federal income tax pursuant to Section 501(c)(3) of the Code or any
successor provision, or (v) a split interest trust or pooled income fund
described in Section 2522(c)(2) of the Code or any successor provision, provided
that (x) there shall be no consideration for any such transfer,
(y) the Award Agreement pursuant to which such Nonqualified Stock Option
or SAR is granted must be approved by the Committee and must expressly provide
for transferability in a manner consistent with this Section, and
(z) subsequent transfers of transferred Nonqualified Stock Options or SARs
shall be prohibited except those by will or the laws of descent and
distribution.


 


Following any
transfer, any such Nonqualified Stock Option and SAR shall continue to be
subject to the same terms and conditions as were applicable immediately prior
to transfer, provided that for purposes of Articles 8, 9, 11, 13 and 15
hereof the term “Participant” shall be deemed to include the transferee.  The events of Termination of Service shall
continue to be applied with respect to the original Participant, following
which the Nonqualified Stock Options and SARs shall be exercisable by the
transferee only to the extent and for the periods specified in the Award
Agreement.  The Committee and the Company
shall have no obligation to inform any transferee of a Nonqualified Stock
Option or SAR of any expiration, termination, lapse or acceleration of such
Stock Option or SAR.  The Company shall
have no obligation to register with any federal or state securities commission
or agency any Common Stock issuable or issued under a Nonqualified Stock Option
or SAR that has been transferred by a Participant under this Section 15.7.”


 





















 


3.                                       Except
as expressly amended hereby, the Plan continues to remain in full force and
effect in accordance with its terms.


 


IN WITNESS
WHEREOF, the Company has caused this instrument to be executed as of November
18, 2004, by its Chief Executive Officer and Secretary pursuant to prior action
taken by the Board.


 


	
   

  	
   

  	
  EXCO
  HOLDINGS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ T.W.
  EUBANK

  	
   

  
	
   

  	
   

  	
  Name: T.W.
  Eubank

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ J. DOUGLAS RAMSEY