Director Plan [2007] [No. 2] [Amended and Restated] [Amendment] (2014)Full Document 

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AMENDMENT NUMBER TWO TO THE

AMENDED AND RESTATED 2007 DIRECTOR PLAN

OF EXCO RESOURCES, INC.

This AMENDMENT NUMBER TWO TO THE AMENDED AND RESTATED 2007 DIRECTOR PLAN OF EXCO RESOURCES, INC. (this "Amendment"), dated as of May 22, 2014, is made and entered into by EXCO Resources, Inc., a Texas corporation (the "Company"). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated 2007 Director Plan of EXCO Resources, Inc. (the "Plan").

RECITALS

WHEREAS, Section 9(b) of the Plan provides that the Board of Directors of the Company (the "Board") may amend the Plan at any time by a resolution adopted by two-thirds of the Board; and

WHEREAS, the Board desires to amend the Plan to (i) remove the automatic annual grants of Options to Nonemployee Directors to purchase 5,000 Shares, and (ii) provide for the automatic annual grants of 5,000 shares of restricted stock to Nonemployee Directors.

NOW, THEREFORE, in accordance with Article 9 of the Plan, effective as of May 22, 2014, the Company hereby amends the Plan as

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