X0206 3 2016-08-19 0 0000316300 EXCO RESOURCES INC XCO 0001682857 Gaebe Brian 12377 MERIT DRIVE SUITE 1700 DALLAS TX 75251 0 1 0 0 See Remarks Common Stock 49999 D Employee Stock Option (Right to Buy) 6.43 2023-02-01 Common Stock 10000 D Performance Share Units 0.00 Common Stock 300000 D Includes shares of restricted common stock issued to Mr. Gaebe pursuant to the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan, as amended (the "Plan"). Unvested shares of restricted stock are subject to forfeiture, accelerated vesting and other restrictions as more fully set forth in the Plan and each agreement pursuant to which restricted shares were issued. This option is fully vested and currently exercisable. Represents performance-based share units ("PSUs") that vest at a rate between 0% and 150% of the target number of PSUs (the number of PSUs listed herein) during a three-year performance cycle beginning on July 1, 2016 and ending on July 1, 2019 based on the issuer's relative total shareholder return in comparison to the total shareholder return of a predetermined peer group over the performance cycle. 25% of the PSUs shall be eligible to vest on July 1, 2017 and the remaining 75% of the PSUs shall be eligible to vest on July 1, 2019. The PSUs were issued to Mr. Gaebe pursuant to the Plan and the Performance-Based Share Unit Award Agreement dated July 1, 2016. The PSUs may be settled, at the issuer's discretion, in cash or shares of common stock, and are subject to forfeiture, accelerated vesting and other restrictions as more fully set forth in these agreements. Chief Accounting Officer and Corporate Controller /s/ Brian Gaebe 2016-08-29