X0202 4 2007-04-02 0000316300 EXCO RESOURCES INC XCO 0001351352 Stillwell Robert Lee 12377 MERIT DRIVE SUITE 1700 DALLAS TX 75251 1 0 0 0 Rights to Shares of Common Stock 0 2007-04-02 4 A 0 603 A Common Stock 603 603 D These shares were issued to Mr. Stillwell as compensation for his service on the Issuer's Board of Directors and Committees thereof, if any, pursuant to the Amended and Restated 2007 Director Plan of EXCO Resources, Inc. (the "Plan"). These shares vest immediately and are to be settled in Issuer's common stock upon the earlier to occur of (1) as soon as administratively feasible after the date on which Mr. Stillwell incurs a "Termination of Service" under the Plan and (2) upon the occurrence of a "Change in Control" under the Plan. The number of shares are equal to the amount of compensation deferred under the Plan divided by $16.60 which was the closing price for Issuer's common stock on April 2, 2007. /s/ Robert L. Stillwell 2007-04-04