December 16, 1998
(Name)
ICG Communications, Inc.
161 Inverness Drive West
Englewood, Colorado 80112

Dear (Name):

     ICG Communications,  Inc. (the "Company") recognizes that your contribution
to the growth and success of the Company as an executive  officer of the Company
has been and continues to be significant.  Accordingly,  the Company is entering
into this Agreement (the  "Agreement")  with you in recognition of your past and
continuing efforts as a valuable executive employee of the Company.

     1.   Effective Date of Agreement

          This Agreement shall become effective as of the date indicated above.

     2.   "Gross-Up Payment"

          (a)  In the event any  payments  paid or payable to you by the Company
               or any benefits  received or  receivable  by you from the Company
               are the type  encompassed  within  Section  280G of the  Internal
               Revenue Code of 1986, as amended (the "Code") (collectively,  the
               "Executive  Payments")  and are  subject  to the tax  imposed  by
               Section  4999 of the Code (or any similar tax that may  hereafter
               be  imposed  by  the  Internal  Revenue   Service),   and/or  any
               comparable  or similar tax  imposed by any state or local  taxing
               authority,   including,   without  limitation,  any  interest  or
               penalties  due  thereon  (collectively,  the "Excise  Tax"),  the
               Company  shall  pay to you in  cash  an  additional  amount  (the
               "Gross-Up  Payment")  such that the net  amount  retained  by you
               after  deduction  of the Excise Tax on the Gross-Up  Payment,  as
               well as any other taxes (including  without  limitation  Federal,
               state and local  income  taxes) due solely as a result of payment
               of the Gross-Up Payment, shall be equal to the full amount of the
               Executive Payments.

          (b)  Nothing  in this  Section 2 shall be  construed  to  require  the
               Company to pay any  amounts  due by you in  respect  of  Federal,
               state and local income  taxes on the  Executive  Payments  (other

<PAGE>

               than the Excise Tax and the other taxes,  interest and penalties,
               if any, referred to in Section 2(a)).

          (c)  The Gross-Up  Payment  shall be made  promptly upon the Company's
               receipt of notice from you and/or your tax advisor, which advisor
               shall  be  selected  by you and  reasonably  satisfactory  to the
               Company,  of the reasonable  determination that the Excise Tax is
               due and  payable  as a  result  of the  Executive  Payments.  The
               Company  shall  make  the  Gross-Up  Payment  at  the  time  such
               determination  has  been  made  that  the  Excise  Tax is due and
               payable,  whether or not you are still employed by the Company at
               such time.

     3.   Successors

          This Agreement will inure to the benefit of and be enforceable by your
          personal   or  legal   representatives,   executors,   administrators,
          successors, heirs, distributees, devisees and legatees.

     4.   Governing Law

          This  Agreement  and the rights  and  obligations  hereunder  shall be
          governed by and construed in accordance  with the laws of the State of
          Colorado.

     5.   Additional Compensation

          This  Agreement  and the payments  provided for herein are in addition
          to,  and  not in lieu  of,  any  and  all  compensation  arrangements,
          including without limitation,  existing  employment,  stock option and
          other benefit plans and  agreements,  as  applicable,  now existing or
          hereinafter  entered  into,  between  you  and  the  Company  and  its
          subsidiaries.

     6.   Survival

          This Agreement and the rights and obligations  hereunder shall survive
          the termination of your employment with the Company and shall continue
          to be binding on the Company and its  successors and assigns until all
          obligations hereunder have been satisfied in full.


<PAGE>


         Kindly indicate your agreement with, and  acknowledgement of, the terms
of this Agreement by signing this letter where indicated below.

                                             Sincerely,

                                             ICG COMMUNICATIONS, INC.


                                             By:________________________
                                                  Name: (Name)
                                                  Title: (Title)

Acknowledged and agreed to as of the 16th day of December, 1998.


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(Name)