At the annual meeting of shareholders of EXCO Resources, Inc. ("EXCO") on June 4, 2009, the shareholders of EXCO voted upon and approved Amendment Number One to the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan (the "Amendment"). The Amendment increases the total number of shares of common stock authorized for issuance under such plan by 3,000,000 shares, to 23,000,000 shares. The Amendment also requires that each share subject to a full-value award granted pursuant to the plan count as 1.17 shares against the total number of shares reserved for issuance under the plan. In addition, the Amendment provides that shares surrendered for the payment of the exercise price or withholding of taxes with respect to a stock option or stock appreciation right and shares that are subject to a stock option or stock-settled stock appreciation right and are not issued upon the net settlement or net exercise of such option or stock appreciation right will not be made available for future issuances under the plan.

The foregoing description is not complete and is qualified in its entirety by the Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

(d) Exhibits

Exhibit No.       Description

10.1              Amendment Number One to the EXCO Resources, Inc. Amended and
                  Restated 2005 Long-Term Incentive Plan