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                            ICG COMMUNICATIONS, INC.

                  401(k) WRAPAROUND DEFERRED COMPENSATION PLAN








                         Effective as of October 1, 1996


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                                TABLE OF CONTENTS


                                                                       Page 
                                   

INTRODUCTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
I -  DEFINITIONS . . . . . . . . . . . . . . . . . . .  . . . . . . . . .  2

      1.01 Definitions  . . . . . . . . . . . . . . . . . . . . . . . . .  2
      1.02 Other Terms  . . . . . . . . . . . . . . . . . . . . . . . . .  4

II - PARTICIPATION AND CONTRIBUTIONS  . . . . . . . . . . . . . . . . . .  5
      2.01 Eligibility for Participation  . . . . . . . . . . . . . . . .  5
      2.02 Termination of Participation . . . . . . . . . . . . . . . . .  5
      2.03 Amount of Participant Contribution   . . . . . . . . . . . . .  5
      2.04 Amount of Company Contribution   . . . . . . . . . . . . . . .  6
      2.05 Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . 6
      2.06 Transfers to 401(k) Plan  . . . . . . . . . . . . . . . . . . . 6

III - VESTING AND DISTRIBUTION OF BENEFITS   . . . . . . . . . . . . . . . 8
      3.01 Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
      3.02 Distribution of Benefits  . . . . . . . . . . . . . . . . . . . 8
      3.03 Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . 9

IV -  FUNDING, INVESTMENT AND VALUATION OF ACCOUNTS  . . . . . . . . . . . 10
      4.01 Plan Accounts Are Unfunded and May Be Held in Trust  . . . . . .10
      4.02 Account Investment  . . . . . . . .  . . . . . . . . . . . . . .10
      4.03 Investment Funds . . . . . . .  . . . . . . . . . . . . . . . . 10
      4.04 Individual Records . . . . . . . . . . . . . . . . . . . .  . . 11
      4.05 Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

V -   ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
      5.01 Modification and Amendment . . . . . . . . . . . . . . . . . .  12
      5.02 Termination and Discontinuance . . . . . . . . . . . . . . . .  12
      5.03 Special Provisions Upon Change of Control   . . . . . . . . . . 12
      5.04 Administration and Interpretation . . . . . . . . . . . . . . . 12
      5.05 No Contract of Employment . . . . . . . . . . . . . . . . . . . 12
      5.06 Facility of Payment  . . . . . . . . . . . . . . . . . . . . .  13
      5.07 Withholding and Tax Consequences  . . . . . . . . . . . . . . . 13
      5.08 Nonalienation  . . . . . . . . . . . . . . . . . .  . . . . . . 13
      5.09 Construction  . . . . . . . . . . . . . . . . . . . . . . . . . 13
      5.10 Claims Procedure  . . . . . . . . . . . . . . . . . . . . . . . 13
      5.11 Unfunded Plan  . . . . . . . . . . . . . . . . . . . . . . . . .13
      5.12 Prior Agreements Superseded  . . . . . . . . . . . . . . . . . .13

<PAGE>



                                      


                           INTELCOM GROUP (USA), INC.
                           DEFERRED COMPENSATION PLAN

                                  INTRODUCTION

         This ICG Communications,  Inc. 401(k) Wraparound Deferred  Compensation
Plan (the "Plan") has been approved and adopted by the Board of Directors of ICG
Communications,  Inc. (the "Company") to be effective as of October 1, 1996. The
Company has adopted this unfunded  deferred  compensation plan primarily for the
purpose  of  providing  benefits  to a select  group  of  management  or  highly
compensated  employees,  and to permit such  employees to participate in the ICG
Communications,  Inc.  401(k)  Profit  Sharing Plan (the  "401(k)  Plan") to the
fullest extent permitted under law.

<PAGE>


                                   ARTICLE I

                                  DEFINITIONS

1.01  Definitions.The  following  terms when  capitalized  herein shall have the
meanings assigned below.

     Account.  The bookkeeping account established and maintained under the Plan
     for each  Participant  to reflect  amounts  credited under the Plan for the
     benefit of each Participant, and any earnings or losses thereon.

     Board. The Board of Directors of ICG Communications, Inc.

     Change in Control.  A "change in control"  shall be deemed to have occurred
     if any  person  (including  any  individual,  firm,  partnership,  or other
     entity)  together with all "Affiliates" and "Associates" (as such terms are
     defined under Rule 12b-2 of the General Rules and  Regulations  promulgated
     under the Securities Exchange Act of 1934) of such person, but excluding:

     (i) a trustee  or other  fiduciary  holding  securities  under an  employee
     benefit plan of the Company or any subsidiary of the Company,

     (ii) a corporation  owned,  directly or indirectly,  by the stockholders of
     the company in  substantially  the same  proportions  as their  ownership
     of the Company,

     (iii)the company or any subsidiary of the Company, or

     (iv) a  Participant  together  with all  Affiliates  and  Associates of the
     Participant,

     is or becomes the Beneficial  Owner (as  defined  in Rule  13d-3  under the
     Securities Exchange Act of 1934), directly or indirectly, securities of the
     Company  representing  40% or  more of the  combined  voting  power  of the
     Company's then outstanding securities.

     Code. The Internal Revenue Code of 1986, as amended from time to time.

     Committee.   The  Deferred  Compensation   Committee  responsible  for  the
     administration  of the Plan, which Committee will be appointed by the Board
     from time to time.

     Company. ICG Communications, Inc., and any entity which is a member of a
     controlled  group  of  corporations  or a  controlled  group of  trades  or
     businesses  with ICG  Communications,  Inc.  under the  provisions  of Code
     Section   414(b) or (c) and   which  is designated  by  the Committee as a
     participating  employer  under  this  Plan,  and any  successor  by merger,
     consolidation, sale of assets or otherwise.

     Company Contribution. The amount contributed by the Company pursuant to
     Article II.

     Compensation.  A Participant's  compensation as defined in the 401(k) Plan,
     which (as of the Effective  Date) defines  Compensation as the amounts paid
     to the  Participant  as wages,  as reported on Form W-2 for the year (which
     includes bonuses,  commissions, and overtime pay), excluding any relocation
     expense reimbursements and any P.S. 58 costs includable in income, plus any
     elective  deferrals made to the 401(k) plan and to any cafeteria plan under
     Code Section 125.  However,  for purposes of this Plan, the  limitations of
     Code Section  401(a)(17) will not apply (so that  Compensation  will not be
     limited  to  $150,000)  and a  Participant's  total  Compensation  will  be
     considered  for purposes of this Plan. 

     Deferral  Election.  The election made by an Eligible  Employee under which
     the Eligible  Employee elects to participate in this Plan and to defer a
     portion of the Eligible Employee's Compensation for contribution to the 
     Plan.

     Designated  Beneficiary.  The beneficiary  designated by the Participant to
     receive the Participant's benefit under the 401(k) Plan in the event of the
     Participant's  death,  which  Designated  Beneficiary also will receive the
     Participant's  benefit  under  this Plan in the event of the  Participant's
     death.

     Effective Date.  October 1, 1996.

     Eligible  Employee.  Any  employee  of the  Company  who (i) is eligible to
     participate in the 401(k) Plan under the terms of the 401(k) Plan, and (ii)
     is a member of the management or highly  compensated  group of employees of
     the Company under ERISA  Sections  201(2),  301(a)(3),  and  401(a)(1),  as
     determined by the Committee, in its discretion.

     ERISA. The Employee Retirement Income Security Act of 1974, as amended.

     401(k) Plan. The ICG  Communications,  Inc.  401(k) Profit Sharing Plan, as
     amended from time to time.

     Investment  Fund.  The  separate  funds  in  which  amounts   allocable  to
     Participants  and held in the  Trust may be  invested  in  accordance  with
     Article IV.

     Participant.   Each  Eligible   Employee  of  the  Company  who  elects  to
     participate in this Plan pursuant to Article II.

     Participant  Contribution.  The amount of Compensation a Participant elects
     to defer under the provisions of Article II.

     Plan. The ICG Communications,  Inc. 401(k) Wraparound Deferred Compensation
     Plan, as set forth herein, as amended from time to time.

     Plan Year.  The  twelve-month  period  ending on  December 31 of each year,
     except that the first Plan Year will be a short Plan Year commencing on the
     Effective  Date and ending on the first December 31 following the Effective
     Date.

     Trust. The Deferred Compensation Trust in which amounts deferred under this
     Plan, and any earnings thereon,  are held, as provided in Article V and the
     Deferred Compensation Trust Agreement.

     Trustee. The trustee or trustees of the Trust.

     Valuation  Date.  The last day of each calendar  quarter of each Plan Year,
     and such other dates as the Committee  determines  necessary or appropriate
     to value the Accounts of Participants.

1.02 Other Terms. Except where the context clearly indicates otherwise, any term
     used in this Plan which is not  defined in this  Article  and which term is
     defined in the 401(k)  Plan will have the  meaning  set forth in the 401(k)
     Plan.


<PAGE>


                                    ARTICLE I

                         PARTICIPATION AND CONTRIBUTIONS

2.01 Eligibility for Participation.  Each Eligible Employee shall be eligible to
     participate  in the Plan. The Committee  shall  determine the employees who
     satisfy the requirements to be an Eligible  Employee for each Plan Year who
     are to be considered  Eligible  Employees under the Plan.  Participation in
     the  Plan by  Eligible  Employees  is  completely  voluntary.  An  Eligible
     Employee must complete and sign a Deferral  Election and file such Deferral
     Election with the Committee to participate in the Plan.

2.02 Termination of Participation.  Participation in the Plan shall terminate on
     the  earliest of the date on which a  Participant  ceases to be an Eligible
     Employee,  the date on which a Participant  terminates  employment with the
     Company, or the date on which the Plan terminates.

2.03 Amount of Participant Contribution.

          A Participant may, within 30 days after the Eligible Employee first is
          eligible for  participation  in the Plan,  or during the 30-day period
          prior to any January 1 thereafter, elect to defer any whole percentage
          of the  Participant's  Compensation  to the Plan.  An election must be
          made  prior  to  the   beginning  of  the  period   during  which  the
          Compensation  is  earned  and for which  amounts  are  contributed.  A
          Participant may not amend or discontinue Participant Contributions for
          a Plan Year once a Deferral  Election  for this Plan is filed with the
          Committee.  The restrictions on the timing of the Eligible  Employee's
          Deferral  Elections  under this  Section  will not be  interpreted  to
          restrict changes to the Eligible Employee's elections under the 401(k)
          Plan,  which  shall be made  consistent  with the terms of the  401(k)
          Plan. 

          The maximum  Participant  Contribution a Participant may contribute to
          the  Plan  for any  Plan  Year  shall  be  100%  of the  Participant's
          Compensation  for the  Plan  year.  As of each  Valuation  Date,  each
          Participant's  Account  shall be credited  with an amount equal to the
          Participant  Contributions,  if any,  for the period  beginning on the
          immediately  preceding  Valuation  Date  and  ending  on  the  current
          Valuation Date.

          A Participant may not make contributions to the Plan during any period
          for which  Participant  Contributions  must be suspended in accordance
          with Treasury  Regulation  1.401(k)-1(d)(2)(iv)(B)(4),  which requires
          suspension  of  contributions  as a  condition  of  the  Participant's
          receipt  of a  hardship  withdrawal  from  any  plan  of the  Company,
          including the 401(k) Plan.

          Notwithstanding  any other  provision  of this Plan,  a  Participant's
          participation  in the Plan shall  terminate upon the effective date of
          any  Department  of Labor  regulation  or release in 
<PAGE>

          which the term "a select group of management or highly  compensated
          employees"  is defined or clarified to exclude such  Participant  from
          participation in this Plan, or upon the Committee's determination,  in
          its  discretion,  that sufficient  authority  exists to determine that
          such  Participant does not fall within such select group of management
          or highly compensated  employees.  In such event, in the discretion of
          the Committee,  the Accounts of such  ineligible  Participants  may be
          distributed  in  lump  sum as  soon  as  administratively  practicable
          following  the  Committee's   determination   that  the  Participant's
          participation  should cease. 2.04 Amount of Company Contribution As of
          each Valuation Date, each

          Participant's  Account shall be credited with an amount contributed by
          the Company which will equal the amount of the  contribution,  if any,
          that would  have been made by the  Company as of such day on behalf of
          the  Participant  under Item D(2) of the  401(k)  Plan based upon such
          Participant's Participant Contribution if the Participant Contribution
          had been made to the 401(k)  Plan,  without  regard to any  limitation
          imposed  by Code  Section  401(k) or  402(g),  but with  regard to the
          limitations  on Company  Contributions  set forth in the  401(k)  Plan
          (including the maximum  Company  Contribution of 6% of a participant's
          Compensation).  It is the intent of this Section 2.04 that the Company
          make  matching  contributions  to this Plan on  behalf of  Participant
          Contributions  to this Plan in the same manner as  provided  under the
          401(k) Plan with respect to 401(k) deferrals, but allowing the Company
          matching  contribution  on  Participant  Contributions  of up to 6% of
          Compensation (disregarding any limitations on elective deferrals under
          the 401(k) Plan and disregarding the Code Section  401(a)(17) limit on
          compensation), taking into account both this Plan and the 401(k) Plan.
          The maximum Company  Contribution  under both this Plan and the 401(k)
          Plan will be limited to the first 6% of  Compensation  contributed  by
          the Participant.

2.05 Adjustments.  Participant  Contributions  and  Company  Contributions shall
     increase  or  decrease  during  the Plan Year  based  upon the  amount of a
     Participant's  Compensation  actually paid during the Plan Year,  including
     adjustments to such Compensation.

2.06 Transfers to 401(k) Plan.

          As soon as administratively practicable following the end of each Plan
          Year,  but no later than  March 15 of the  following  Plan  Year,  the
          Company  will  ensure  that  preliminary  actual  deferral  percentage
          testing and actual  contribution  percentage  testing under the 401(k)
          Plan have been  completed in order to determine the maximum  amount of
          elective deferral  contributions that could be made to the 401(k) Plan
          for each  Participant  for such Plan  Year,  consistent  with  Section
          402(g) and the limitations of Section 401(k).

          Upon determination of the maximum amount described in Section 2.06(a),
          the Company  shall  transfer  (or,  if  applicable,  shall  direct the
          Trustee to  transfer)  directly  to the 401(k) Plan for the benefit of
          each Participant an amount equal to the sum of:
<PAGE>

          (i)  the lesser of:

               (A)  such maximum amount for each such Participant; or

               (B)  the sum of the Participant  Contributions made in accordance
                    with Section 2.03 and allocated to the Participant's Account
                    for such Plan Year; plus

          (ii) Company  Contributions,  if any,  allocated  in  accordance  with
               Section 2.04 to the Participant's Account for such Plan Year, and
               attributable to the Participant  Contributions transferred to the
               401(k)  Plan  under  Paragraph  (i)  above.  

          C.   The amounts so  transferred to the 401(k) Plan for the benefit of
               the  Participant  will be treated as a contribution to the 401(k)
               Plan and will be  allocated on behalf of each  Participant  under
               the  401(k)  Plan as of the last  day of the  Plan  Year in which
               those  amounts  would have been  received by the  Participant  as
               wages,  but for the  deferral  elections  under  the Plan and the
               401(k) Plan, and the  application  of this Section.  Transfers of
               Participant    Contributions   shall   be   allocated   to   each
               Participant's  salary  deferral  account  under the 401(k)  Plan.
               Transfers  of Company  Contributions  shall be  allocated to each
               Participant's  employer matching  contribution account as if such
               contribution  had been made  directly to the 401(k) Plan. 

          D.   The amount to be  transferred  to the 401(k)  Plan in  accordance
               with Section  2.06(b)  shall  continue to be credited with deemed
               investment  experience in accordance  with Section 4.03 until the
               date  of  such  transfer.   Any  amounts   attributable  to  such
               investment experience shall remain in the Plan.
<PAGE>


                                    ARTICLE III

                      VESTING AND DISTRIBUTION OF BENEFITS

3.01 Vesting.  A Participant shall be vested in his or her Account as follows:

          with respect to Participant Contributions credited pursuant to Section
          2.03 (and earnings  thereon),  the  Participant  shall at all times be
          fully 100% vested;

          with  respect to Company  Contributions  credited  pursuant to Section
          2.04 (and earnings  thereon),  the Participant  shall be vested to the
          same extent the  Participant is vested in his or her Company  matching
          contributions under Item C(5) of the 401(k) Plan.

          Notwithstanding  any  provision of this Plan to the  contrary,  in the
          event of a Change in Control,  all  Participants  shall  become  fully
          vested in the benefits provided under this Plan.

3.02 Distribution of Benefits.

          Termination  of Employment.  Distribution  of a  Participant's  vested
          Account will commence within an administratively  reasonable period of
          time  after  the last day of the Plan  Year in which  the  Participant
          terminates  employment with the Company.  Distribution will be made in
          substantially  equal  annual  installments  over  a  ten-year  period;
          provided,  however,  that  a  Participant  may,  upon  first  becoming
          eligible  to  participate  in this Plan,  elect to receive  his or her
          vested Account under this Plan in one lump sum distribution which will
          be paid within an administratively reasonable period of time after the
          last  day of  the  Plan  Year  in  which  the  Participant  terminates
          employment with the Company.  Any lump sum distribution elected by the
          Participant will be equal to the balance credited to the Participant's
          Account  as  of  the  Valuation   Date   immediately   preceding  such
          distribution.  To the  extent  the  Account  is  paid  in  installment
          payments,  amounts  remaining in the Plan (and, if applicable,  in the
          Trust) will continue to be credited with  earnings,  and such earnings
          will be distributed  with each  subsequent  installment  distribution.
          Payment of benefits  under this Section shall be a complete  discharge
          of the  Company's  obligation  under  the Plan  with  respect  to that
          Participant.   Notwithstanding  the  above,  upon  the  request  of  a
          Participant  whose  Account  is  in  the  process  of  an  installment
          distribution,  the Committee,  in its sole  discretion and without any
          obligation to do so, may  accelerate the payment of all or any portion
          of such Participant's vested Account.

          Death of Participant.  Upon the death of a Participant  while employed
          with the Company,  the Participant's  Designated  Beneficiary shall be
          paid the vested balance  credited to the  Participant's  Account under
          this Plan.  Distribution to the Designated  Beneficiary  will commence
          within an  administratively  reasonable  period of time after the last
          day of the Plan Year in which the Participant dies.  Distribution will
          be made in  substantially  equal annual  installments  over a ten-year
          period; provided, however, that a Participant may, upon
<PAGE>

          first becoming eligible to participate in this Plan, elect that his or
          her  Designated  Beneficiary  will  receive the  Participant's  vested
          Account  under  this Plan in one lump sum  distribution  which will be
          paid within an  administratively  reasonable  period of time after the
          last day of the Plan Year in which the Participant  dies. Any lump sum
          distribution  elected by the Participant  will be equal to the balance
          credited  to  the  Participant's  Account  as of  the  Valuation  Date
          immediately preceding such distribution.  To the extent the Account is
          paid in installment  payments to the Designated  Beneficiary,  amounts
          remaining in the Plan (and, if applicable, in the Trust) will continue
          to be credited with  earnings,  and such earnings will be  distributed
          with each  subsequent  installment  distribution.  Payment of benefits
          under this  Section  shall be a complete  discharge  of the  Company's
          obligation  under the Plan with  respect to that  Participant  and the
          Designated Beneficiary. Notwithstanding the above, upon the request of
          the Designated  Beneficiary  of a Participant  whose Account is in the
          process of an installment  distribution,  the  Committee,  in its sole
          discretion  and without any  obligation to do so, may  accelerate  the
          payment of all or any portion of such vested Account. If a Participant
          dies  while his or her  Account  is being  distributed  under  Section
          3.02(a) above, the Participant's  Designated Beneficiary shall be paid
          the remaining installment  distributions owing as of the Participant's
          death.

3.03 Forfeitures.  Upon  termination  of a  Participant's  employment  with  the
     Company,  any unvested  portion of his Account  shall be forfeited  and any
     amounts  attributable thereto that are held in the Plan (or, if applicable,
     the Trust)  shall be used first to pay any  administrative  expenses of the
     Plan (and, if applicable,  administrative  expenses of the Trust), and then
     to reduce the Company's contribution obligation under Section 2.04.
<PAGE>

                                   ARTICLE IV

                 FUNDING, INVESTMENT, AND VALUATION OF ACCOUNTS

4.01 Plan Accounts Are Unfunded And May Be Held in Trust.

          All amounts  payable in accordance  with this Plan shall  constitute a
          contractual general unsecured obligation of the Company. Such amounts,
          as well as any  administrative  costs  relating to the Plan,  shall be
          paid out of the general assets of the Company,  to the extent not paid
          from the assets of the Trust  established  pursuant to Section 4.01(b)
          below.  

          The Company, in its discretion,  may establish a grantor trust for the
          benefit of Participants under the Plan. The assets placed in the Trust
          shall be  comprised  of all or any portion of amounts in Accounts  and
          shall be held separate and apart from other Company  funds,  and shall
          be used  exclusively for the purposes set forth in the Plan and Trust,
          subject to the following conditions:

         (i)   the  creation  of the Trust  shall not cause the Plan to be other
               than   "unfunded"  for  purposes  of  Title  I  of  the  Employee
               Retirement Income Security Act of 1974;

          (ii) the Company  shall be treated as "grantor"  of the Trust;  and

          (iii)the Trust  agreement  shall  provide  that its assets may be used
               upon the  insolvency  of the  Company  to  satisfy  claims of the
               Company's general creditors,  and that the rights of such general
               creditors are enforceable by them under federal and state law.

          In the event that a Trust is established  pursuant to Section 4.01(b),
          the amounts  contributed in the form of Participant  Contributions and
          Company  Contributions  will be  transferred  by the  Company  to such
          Trust, as directed by the Committee.

4.02 Account  Investment.  Each  Participant  may direct the  investment  of the
     amounts  allocable to the  Participant's  Account  under the Plan which are
     held in the Trust into one or more of the  Investment  Funds offered by the
     Committee.

4.03 Investment  Funds. The Committee may designate one or more Investment Funds
     for the investment of Participant's  Accounts.  It is the intention of this
     Section that the Investment Funds for this Plan will be the same investment
     funds  offered  under  the  401(k)  Plan.  The  Committee  may  change  the
     designation of Investment  Funds from time to time, in its sole discretion.
     The Committee may direct that one or more Investment  Funds be comprised of
     equity  securities,  common stock or other obligations of the Company.  The
     Committee  will  determine,  from  time to time  and  consistent  with  the
     investment  direction  provisions  of the 401(k) Plan,  the manner in which
     Participants may provide  investment  instructions for their Accounts under
     the Plan.

4.04 Individual  Records.   The  Committee  shall  maintain,   or  cause  to  be
     maintained,  records showing the individual  balances of each Participant's
     Account and the amounts allocable to each Participant under this Plan (and,
     if  applicable,  under the Trust);  provided,  however,  the  Committee may
     delegate this  responsibility to the Trustee or another  administrator.  At
     least once a year,  each  Participant  shall be furnished  with a statement
     setting  forth the balance  credited  to his or her Account  under the Plan
     (and, if applicable, under the Trust).

4.05 Valuations.

          On each Valuation Date each  Participant's  Account shall be allocated
          its  proportionate  share  of  the  increase  or  decrease  (including
          earnings) in the fair market  value of that portion of any  Investment
          Fund which is allocable to the Participant's  Account,  as well as any
          expenses  paid from the assets of the Trust.  Any portion of the Trust
          allocable  to a  Participant's  Account  which is not  invested  in an
          Investment   Fund  shall  not  be  credited  with  any  earnings.

          Immediately  after any gain or loss or  earnings  are  allocated  to a
          Participant's  Account  under the  Trust in  accordance  with  Section
          4.05(a), an equal amount of gain or loss or earnings shall be credited
          to the Participant's Account under the Plan.



<PAGE>


                                    ARTICLE V

                                 ADMINISTRATION

5.01 Modification and  Amendment. The Board of Directors of the Company reserves
     the right to modify, amend in whole or in part, discontinue benefit accrual
     under,  or terminate  the Plan at any time.  However,  no  modification  or
     amendment  shall be made to Section  3.01(c)  or 6.03 and no  modification,
     discontinuance,  amendment or termination  shall adversely affect the right
     of any  Participant to receive the benefits  accrued and the vested balance
     to the  credit  of  such  Participant's  Account  as of the  date  of  such
     modification,  discontinuance,  amendment,  or termination,  as adjusted to
     reflect changes in the value of the Investment Funds in which the amount in
     the Trust allocable to the Participant's Account is invested as of the date
     of such modification, discontinuance, amendment, or termination.

5.02 Termination  and  Discontinuance.  If the Company  terminates  the Plan, or
     discontinues  benefit accruals  thereunder,  Participants shall continue to
     vest in their  accrued  benefits  and their  Accounts  in  accordance  with
     Section 3.01 and Accounts under the Plan shall be paid in the manner and at
     the times  indicated  in Article III,  unless the Board of Directors  shall
     determine in its sole and absolute  discretion that  Participants  shall be
     fully vested in their Accounts, in which case Accounts under the Plan shall
     become 100% vested upon such determination.

5.03 Special Provisions Upon Change of Control.  Notwithstanding  the provisions
     of  Section  6.01 and  Section  6.02,  upon the  occurrence  of a Change in
     Control and at all times thereafter,  the Board of Directors of the Company
     shall not discontinue, terminate, suspend or amend the Plan, in whole or in
     part,  in  any  manner  that  would  adversely  affect  the  right  of  any
     Participant to receive the benefits otherwise provided under the Plan as of
     the effective date of such action by the Board of Directors.

5.04 Administration  and  Interpretation.  Full power and authority to construe,
     interpret and  administer  the Plan shall be vested in the  Committee.  Any
     interpretation  of the Plan by the Committee or any  administrative  act by
     the Committee shall be final and binding on all Participants. The Committee
     shall,  from  time  to  time,  establish  rules  and  regulations  for  the
     administration  of the Plan and the  transaction  of its business and shall
     maintain  or cause  to be  maintained  all  records  which  it  shall  deem
     necessary for purposes of the Plan.

5.05 No  Contract  of  Employment.  The  establishment  of  the  Plan  (and  the
     establishment  of any Trust) shall not be construed as conferring any legal
     rights  upon any  person for a  continuation  of  employment,  nor shall it
     interfere  with the rights of the Company to discharge  any employee and to
     treat such employee without regard to the effect which such treatment might
     have upon such employee as a Participant in the Plan.
<PAGE>

5.06 Facility  of  Payment. In the event  that the  Committee  shall find that a
     Participant is unable to care for his or her affairs  because of illness or
     accident,  the  Committee  may direct that any benefit  payment due to such
     Participant,  unless  a claim  shall  have  been  made  therefor  by a duly
     appointed  legal  representative,  be paid to  such  Participant's  spouse,
     child, or other blood relative,  or to a person with whom such  Participant
     resides,  and any such payment so made shall be a complete discharge of the
     liabilities of the Company and the Plan and the Trust therefor.

5.07 Withholding  and Tax  Consequences.  The Company and the Trustee shall have
     the right to deduct  from each  payment  to be made  under the Plan and the
     Trust any required  withholding  or other taxes.  In the event the Internal
     Revenue  Service  determines  that the value of all or any  portion  of the
     benefits  accrued under this Plan are taxable to  Participants  in any year
     prior to the year of  actual  distribution,  the  Committee  may  authorize
     distribution  of a  portion  of  a  Participant's  Accounts  in  an  amount
     sufficient  to  satisfy  such  tax  liability.  The  Company  shall  not be
     responsible  for the ordinary income taxes  attributable  to  distributions
     from the Plan.

5.08 Nonalienation.  Subject to any  applicable  law, no benefit  under the Plan
     shall be subject in any manner to anticipation, alienation, sale, transfer,
     assignment,  pledge,  encumbrance or charge, and any attempt to do so shall
     be void,  nor shall any such benefit be in any manner liable for or subject
     to garnishment,  attachment, execution of levy, or liability for or subject
     to  the  debts,   contracts,   liabilities,   engagements  or  torts  of  a
     Participant.

5.09 Construction. The Plan shall be construed, regulated and administered under
     the laws of the State of Colorado.  When used herein the masculine  pronoun
     shall  include the feminine  pronoun,  and the singular  shall  include the
     plural, where appropriate.

5.10 Claims  Procedure.  Any  Participant,  beneficiary,  or his duly authorized
     representative  may file a claim for a Plan  benefit to which the  claimant
     believes  that he or she is  entitled.  Such a claim must be in writing and
     delivered  or  mailed  to the  Committee.  The  Committee  shall  have full
     discretion to deny or grant a claim in whole or in part.

5.11 Unfunded  Plan.  The Company  will not be required to fund its  obligations
     under  this  Plan in any  manner,  whether  by  purchase  of  insurance  or
     endowment  contracts,  or  contributions to a trust fund, or deposits in an
     escrow account, or otherwise; and if the Company does choose to do so, then
     the  Participant  will not have any  right or  interest  in such  contract,
     trust, or account but may look only to the Company's  unsecured  promise to
     pay in accordance  with the provisions of this Plan.  Nothing  contained in
     this Plan  will be  deemed  to create a trust of any kind or to create  any
     fiduciary relationship.

5.12 Prior  Agreements  Superseded.  The  deferred  compensation  plan  for  the
     Participants  set forth in this Plan  replaces and  supersedes  any and all
     prior  deferred  compensation   agreements  between  the  Company  and  any
     Participant.
<PAGE>

               IN WITNESS WHEREOF,  ICG  Communications,  Inc. has approved this
          Plan effective October 1, 1996.

                                        ICG COMMUNICATIONS, INC.

                                        By: /s/John D. Field

                                        Title: Executive Vice President

                                        Date: October 22, 1996