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                                                                    EXHIBIT 10.8

                            ICG COMMUNICATIONS, INC.
                          DIRECTORS' STOCK OPTION PLAN

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                            ICG COMMUNICATIONS, INC.
                          DIRECTORS' STOCK OPTION PLAN

                                    SECTION 1
                                  GENERAL TERMS

         1.1      PURPOSE. The ICG Communications, Inc. Directors' Stock Option
Plan has been established by ICG Communications, Inc. to (i) attract and retain
qualified persons to serve as Directors of the Company; (ii) provide incentive
compensation opportunities for Directors that are competitive with those of
other similar companies; and (iii) further identify the Directors' interests
with those of the Company's other shareholders through compensation that is
based on the Company's common stock; and thereby promote the long-term financial
interest of the Company and the Subsidiaries, including the growth in value of
the Company's equity and enhancement of long-term shareholder return.

         1.2      PARTICIPATION. Participation is limited to Directors.

         1.3      OPERATION, ADMINISTRATION, AND DEFINITIONS. The operation and
administration of the Plan, including the Options granted under the Plan, will
be subject to the provisions of Section 3 (relating to operation and
administration). Capitalized terms in the Plan will be defined as set forth in
Section 7.

                                    SECTION 2
                                     OPTIONS

         2.1      GRANTS OF OPTIONS. Options granted under this Plan will be
Non-Qualified Stock Options ("NSOs"). The Committee, in its discretion, may
grant Options to any Director or Directors, in any amount.

         2.2      EXERCISE PRICE. The Exercise Price of each Option granted
under the Plan will be established by the Committee or will be determined by a
method established by the Committee at the time the Option is granted; provided,
however, that the exercise price for any Option must equal at least the Fair
Market Value of the Stock on the Grant Date.

         2.3      VESTING. Except as otherwise provided in the Option Agreement,
all Options granted under this Plan will be 100% vested immediately upon grant.

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         2.4      PAYMENT OF OPTION EXERCISE PRICE. The payment of the Exercise
Price of an Option granted under this Plan will be subject to the following:

                  (a)      Subject to the provisions of this Section 2.4, the
full Exercise Price for shares of Stock purchased upon the exercise of any
Option will be paid at the time of such exercise (except that, in the case of an
exercise arrangement approved by the Committee and described in Section 2.4(c),
payment may be made as soon as practicable after the exercise).

                  (b)      The Exercise Price will be payable by cashier's or
certified check or by tendering, by either actual delivery of shares or by
attestation, shares of Stock acceptable to the Committee, and valued at Fair
Market Value as of the day of exercise, or in any combination thereof, as
determined by the Committee.

                  (c)      The Committee may permit a Participant to elect to
pay the Exercise Price upon the exercise of an Option by irrevocably authorizing
a third party to sell all or a portion of the shares of Stock acquired upon
exercise of the Option and remit to the Company a sufficient portion of the sale
proceeds to pay the entire Exercise Price and any tax withholding resulting from
such exercise.

         2.5      SETTLEMENT OF OPTION. The Committee, in its discretion, may
impose such conditions, restrictions and contingencies with respect to shares of
Stock acquired pursuant to the exercise of an Option as the Committee determines
to be desirable, which shall be set forth in the Option Agreement.

         2.6      TERM OF OPTION. Except as otherwise expressly provided in the
Option Agreement, an Option may not be exercisable more than ten years from the
Grant Date of the Option.

         2.7      EXERCISE OF OPTIONS. Vested Options may be exercised at any
time during the Participant's service as a Director. Except as otherwise
provided in any Option Agreement, or as otherwise determined by the Committee,
the following provisions will apply with respect to the exercise of an Option
after the Participant's service as a Director is terminated:

                  (a)      Termination Because of Death or Disability: If the
Participant dies or becomes Disabled during the Exercise Period while still
serving as a Director, the vested Option may be exercised by those entitled to
do so (who will be, in the event of the Participant's death, the Participant's
beneficiary under Section 3.14) within eighteen (18) months following the
Participant's death or Disability (provided that such exercise must occur within
the Exercise Period), but not thereafter.

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                  (b)      Other Termination: If the Participant's service as a
Director is terminated within the Exercise Period for any reason other than for
Cause or the Participant's death or Disability, the vested Option may be
exercised by the Participant within 90 days following the date of such
termination (provided that such exercise must occur within the Exercise Period),
but not thereafter.

                  (c)      Forfeiture for Terminations for Cause: In the event
the Participant's service as a Director is terminated for Cause, any Option then
held by such Participant (whether or not vested) will be cancelled and will
become void and the Participant will have no further interest in such Option.

                                    SECTION 3
                          OPERATION AND ADMINISTRATION

         3.1      EFFECTIVE DATE. The Plan will be effective as of February 10,
2003; provided, however, that, if shareholder approval of the Plan is required
by law, the Plan will not become effective unless approved by the shareholders
and to the extent that Options are granted under the Plan prior to its approval
by shareholders, the Options will be contingent on approval of the Plan by the
shareholders of the Company.

         3.2      TERM OF PLAN. The Plan will remain in effect for ten years
from the Effective Date of the Plan. Upon termination of the Plan, the terms of
the Plan will remain applicable to the extent necessary as long as any Options
under the Plan are outstanding.

         3.3      SHARES SUBJECT TO PLAN. The shares of Stock for which Options
may be granted under the Plan will be subject to the following:

                  (a)      Subject to the following provisions of this Section
3.3, the maximum number of shares of Stock that may be delivered to Participants
and their beneficiaries under the Plan will equal 120,000 shares of Stock.

                  (b)      To the extent any shares of Stock covered by an
Option are not delivered to a Participant or beneficiary because the Option is
forfeited or canceled, or shares of Stock are not delivered because the shares
are used to satisfy applicable tax withholding obligations, such shares will not
be deemed to have been delivered for purposes of determining the maximum number
of shares of Stock available for delivery under the Plan.

                  (c)      If the exercise price of any stock option granted
under the Plan is satisfied by tendering shares of Stock to the Company (by
either actual delivery

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or by attestation), only the number of shares of Stock issued net of the shares
of Stock tendered will be deemed delivered for purposes of determining the
maximum number of shares of Stock available for delivery under the Plan.

         3.4      GENERAL RESTRICTIONS. Delivery of shares of Stock under the
Plan will be subject to the following:

                  (a)      Notwithstanding any other provision of the Plan, the
Company will have no liability to deliver any shares of Stock under the Plan
unless such delivery would comply with all applicable laws (including, without
limitation, the requirements of the Securities Act of 1933), and the applicable
requirements of any securities exchange or similar entity.

                  (b)      To the extent that the Plan provides for issuance of
stock certificates to reflect the issuance of shares of Stock, the issuance may
be effected on a non-certificated basis, to the extent not prohibited by
applicable law or the applicable rules of any stock exchange.

         3.5      TAX WITHHOLDING. All distributions under the Plan are subject
to withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the
applicable withholding obligations. The Committee, in its discretion, and
subject to such requirements as the Committee may impose prior to the occurrence
of such withholding, may permit such withholding obligations to be satisfied
through cash payment by the Participant, through the surrender of shares of
Stock which the Participant already owns, or through the surrender of shares of
Stock to which the Participant otherwise is entitled under the Plan.

         3.6      DIVIDENDS AND DIVIDEND EQUIVALENTS. An Option may provide the
Participant with the right to receive dividend payments or dividend equivalent
payments with respect to Stock subject to the Option (both before and after the
Stock subject to the Option is earned, vested, or acquired), which payments may
be either made currently or credited to an account for the Participant, and may
be settled in cash or Stock, as determined by the Committee. Any such
settlements, and any such crediting of dividends or dividend equivalents or
reinvestment in shares of Stock, may be subject to such conditions, restrictions
and contingencies as the Committee will establish, including the reinvestment of
such credited amounts in Stock equivalents.

         3.7      TRANSFERABILITY. Except as otherwise permitted by the
Committee, Options under the Plan are not transferable except as designated by
the Participant by will or by the laws of descent and distribution.

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         3.8      FORM AND TIME OF ELECTIONS. Unless otherwise specified herein,
each election required or permitted to be made by any Participant or other
person entitled to benefits under the Plan, and any permitted modification, or
revocation thereof, will be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee will require.

         3.9      AGREEMENT WITH COMPANY. An Option granted under the Plan will
be subject to such terms and conditions, not inconsistent with the Plan, as the
Committee will, in its sole discretion, prescribe. The terms and conditions of
any Option to any Participant will be reflected in an Option Agreement and in
this Plan. A copy of such Option Agreement will be provided to the Participant,
and the Committee may, but need not require that the Participant will sign a
copy of such Option Agreement. The Participant and such Option Agreement will be
subject to all of the terms of this Plan regardless of whether any Participant
signature is required.

         3.10     ACTION BY COMPANY OR SUBSIDIARY. Any action required or
permitted to be taken by the Company or any Subsidiary will be evidenced by
resolution of its board of directors, or by action of one or more members of the
board (including a committee of the board) who are duly authorized to act for
the board, or (except to the extent prohibited by applicable law or applicable
rules of any stock exchange) by a duly authorized officer of such Company or
Subsidiary.

         3.11     GENDER AND NUMBER. Where the context admits, words in any
gender will include any other gender, words in the singular will include the
plural and the plural will include the singular.

         3.12     LIMITATION OF IMPLIED RIGHTS.

                  (a)      Neither a Participant nor any other person will, by
reason of participation in the Plan, acquire any right in or title to any
assets, funds or property of the Company or any Subsidiary whatsoever,
including, without limitation, any specific funds, assets, or other property
which the Company or any Subsidiary, in their sole discretion, may set aside in
anticipation of a liability under the Plan. A Participant will have only a
contractual right to the Stock issued under the Plan, unsecured by any assets of
the Company or any Subsidiary, and nothing contained in the Plan will constitute
a guarantee that the assets of the Company or any Subsidiary will be sufficient
to pay any benefits to any person.

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                  (b)      Participation by a Director will not give any
Director the right to be retained as a Director, nor any right or claim to any
benefit under the Plan, unless such right or claim has specifically accrued
under the terms of the Plan. Except as otherwise provided in the Plan, no Option
under the Plan will confer upon the holder thereof any rights as a shareholder
of the Company prior to the date on which the individual fulfills all conditions
for receipt of such rights.

         3.13     EVIDENCE. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
such evidence considers pertinent and reliable, and signed, made or presented by
the proper party or parties.

         3.14     BENEFICIARY OF OPTION. Each Participant may designate a
beneficiary for the Participant's benefits under this Plan by filing a written
beneficiary designation (in such form approved by the Committee), signed by the
Participant, with the Committee prior to the death of the Participant. If there
is no written beneficiary designation signed by the Participant and filed with
the Committee in effect upon the Participant's death, the Participant's
beneficiary will be the Participant's estate.

         3.15     BINDING EFFECT. This Plan will be binding upon, and inure to
the benefit of, the Company and its successors and assigns, and upon the
Participant and his or her heirs, beneficiaries, and personal representatives.

         3.16     LIABILITY AND INDEMNIFICATION.

                  (a)      Neither the Company nor any Parent or Subsidiary will
be responsible in any way for any action or omission of the Committee, or any
other persons or fiduciaries in the performance of their duties and obligations
as set forth in this Plan. Furthermore, neither the Company nor any Parent or
Subsidiary will be responsible for any act or omission of any of their agents,
or with respect to reliance upon advice of their counsel provided that the
Company or the appropriate Parent or Subsidiary relied in good faith upon the
action of such agent or the advice of such counsel.

                  (b)      Except for their own gross negligence or willful
misconduct regarding the performance of the duties specifically assigned to them
under, or their willful breach of the terms of this Plan, the Company, each
Parent and Subsidiary and the Committee will be held harmless by the
Participant, former Participants, beneficiaries and their representatives
against liability or losses occurring by reason of any act or omission. Neither
the Company, any Parent or Subsidiary, the Committee, nor any agents, employees,
officers, directors, or

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shareholders of any of them, nor any other person will have any liability or
responsibility with respect to this Plan, except as expressly provided herein.

         3.17     GOVERNING LAW. All issues relating to the validity,
construction, and administration of this Plan will be governed
the laws of the State of Delaware.

                                    SECTION 4
                             CORPORATE TRANSACTIONS

         The Committee shall make such adjustments (if any) as it deems
appropriate and equitable, in its discretion, to the following: (a) the
aggregate number of shares of Stock available for issuance under Options under
Section 3.3; (b) the number of shares of Stock covered by an outstanding Option;
(c) the Exercise Price of an outstanding Option; and (d) such other adjustments
to outstanding Options as the Committee may determine to be appropriate and
equitable; to reflect a stock dividend, stock split, reverse stock split, share
combination, recapitalization, merger, consolidation, acquisition of property or
shares, separation, spinoff, reorganization, stock rights offering, liquidation,
or similar event of or by the Company. Such adjustments may include, without
limitation, (i) the cancellation of outstanding Options in exchange for payments
of cash, property or a combination thereof having an aggregate value equal to
the value of such Options, and (ii) the substitution of other property
(including, without limitation, other securities) for the Stock covered by
outstanding Options.

                                    SECTION 5
                                    COMMITTEE

         5.1      ADMINISTRATION. The authority to control and manage the
operation and administration of the Plan will be vested in a committee (the
"Committee") in accordance with this Section 5. The Committee will be selected
by the Board and generally will consist of two or more members of the Board. If
the Committee does not exist, or for any other reason determined by the Board,
the Board may take any action under the Plan that otherwise would be the
responsibility of the Committee. The Board may appoint such special committees
as the Board determines necessary or desirable in accordance with the following
provisions:

                  (a)      With respect to the grant of Options for which the
exemption from Section 16(b) of the Exchange Act provided by Rule 16b-3 is
desired, the Option will be granted by a Committee consisting of (i) only
"non-employee directors" or (ii) the full board of directors. Alternatively, the
Option may be

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granted by a Committee consisting of persons who are not non-employee directors;
provided that the Option is approved by the full Board.

         5.2      POWERS OF COMMITTEE. The Committee's administration of the
Plan will be subject to the following:

                  (a)      Subject to the provisions of the Plan, the Committee
will have the authority and discretion to determine those persons eligible to be
granted Options under this Plan, to determine the time or times of Option grants
and the number of shares covered by the Options, to establish the terms,
conditions, performance criteria, restrictions, and other provisions of such
Options, and (subject to the restrictions imposed by Section 6) to cancel or
suspend the grant of Options.

                  (b)      To the extent that the Committee determines that the
restrictions imposed by the Plan preclude the achievement of the material
purposes of the Options in jurisdictions outside the United States, the
Committee will have the authority and discretion to modify those restrictions as
the Committee determines to be necessary or appropriate to conform to applicable
requirements or practices of jurisdictions outside of the United States.

                  (c)      The Committee will have the authority and discretion
to interpret the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan, to determine the terms and provisions of any
Option Agreement made pursuant to the Plan, and to make all other determinations
that may be necessary or advisable for the administration of the Plan.

                  (d)      Any interpretation of the Plan by the Committee and
any decision made by it under the Plan will be final and binding on all persons.

                  (e)      In controlling and managing the operation and
administration of the Plan, the Committee will take action in a manner that
conforms to the articles and by-laws of the Company, and applicable state
corporate law.

         5.3      DELEGATION BY COMMITTEE. Except to the extent prohibited by
                  applicable law or the applicable rules of a stock exchange,
the Committee may allocate all or any portion of its responsibilities and powers
to any one or more of its members and may delegate all or any part of its
responsibilities and powers to any person or persons selected by it. Any such
allocation or delegation may be revoked by the Committee at any time.

         5.4      INFORMATION TO BE FURNISHED TO COMMITTEE. The Company will
furnish the Committee with such data and information as it determines may be

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required for it to discharge its duties. The records of the Company will be
conclusive on all persons unless determined to be incorrect. Participants and
other persons entitled to benefits under the Plan must furnish the Committee
such evidence, data or information as the Committee considers desirable to carry
out the terms of the Plan.

                                    SECTION 6
                            AMENDMENT AND TERMINATION

         The Board may, at any time, amend or terminate the Plan, provided that
no amendment or termination may, in the absence of written consent to the change
by the affected Participant (or, if the Participant is not then living, the
affected beneficiary), materially adversely affect the rights of any Participant
or beneficiary under any Option granted under the Plan prior to the date such
amendment is adopted by the Board.

                                    SECTION 7
                                  DEFINED TERMS

         In addition to the other definitions contained herein, the following
definitions will apply:

         (a)      Board. The term "Board" will mean the Board of Directors of
the Company.

         (b)      Cause. Unless otherwise defined in the Option Agreement, the
term "Cause" will mean:

                  (i)      a Participant's willful or gross negligence, in the
performance of his or her duties for the Company, after prior written notice of
such negligence and the continuance thereof for a period of 10 days after
receipt by such Participant of such notice;

                  (ii)     a Participant's willful or gross misconduct in the
performance of his or her duties for the Company;

                  (iii)    a Participant's intentional or habitual neglect of
his or her duties for the Company; or

                  (iv)     a Participant's theft or misappropriation of funds or
property of the Company or any Parent or Subsidiary, or the commission of a
felony.

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         (c)      Code. The term "Code" means the Internal Revenue Code of 1986,
as amended. A reference to any provision of the Code will include reference to
any successor provision of the Code.

         (d)      Company. The term "Company" means ICG Communications, Inc.,
and any successor thereto.

         (e)      Director. The term "Director" means any non-employee director
of the Company.

         (f)      Disabled or Disability. Unless otherwise provided by the
Committee, a Participant will be considered to be "Disabled" or to have a
"Disability" during the period in which the Participant is unable, by reason of
a medically determinable physical or mental impairment, to engage in any
substantial gainful activity, which condition, in the opinion of a physician
selected by the Committee, is expected to have a duration of not less than
twelve months, as determined under Code Section 22(e)(3).

         (g)      Effective Date. The term "Effective Date" means February 10,
2003.

         (h)      Exercise Period. The term "Exercise Period" means that period,
as established by the Committee, during which an Option may be exercised, to the
extent vested.

         (i)      Exercise Price. The term "Exercise Price" means that price at
which an Option may be exercised.

         (j)      Fair Market Value. The term "Fair Market Value" will mean the
last reported sale price for the Stock on a Trading Day (during normal business
hours) or, in the event no such reported sale occurs on such Trading Day, the
average of the closing bid and asked prices for the Stock on such Trading Date
(during normal business hours), in either case on the principal securities
exchange on which the Stock is listed or admitted to trading. If the Stock is
not listed or admitted to trading on any securities exchange, but is traded in
the over-the-counter market, Fair Market Value will mean the closing sale price
of the Stock or, if no sale is publicly reported, the average of the closing bid
and asked quotations for the Stock as reported by the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") or any comparable
system (during normal business hours). If the Stock is not listed on NASDAQ or a
comparable system, Fair Market Value will mean the closing sale price of the
Stock or, if no sale is publicly reported, the average of the closing bid and
asked prices, as furnished by two members of the National Association of
Securities

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Dealers, Inc. who make a market in the Stock, as selected from time to time by
the Company for that purpose. A Trading Day will mean, if the Stock is listed on
any securities exchange, a business day on which such exchange was open for
trading and at least one trade of Stock was effected on such exchange on such
business day, or, if the Stock is not listed on any national securities exchange
but is traded in the over-the-counter market, a business day on which the
over-the-counter market was open for trading and at least one "eligible dealer"
quoted both a bid and asked price for the Stock. In the event the Stock is not
publicly traded, the Fair Market Value of the Stock will be determined in good
faith by the Committee.

         (k)      Grant Date. The term "Grant Date" means the date, as
determined by the Committee, as of which an Option is granted to an Director.

         (l)      NSO. The term "NSO" means an Option that is not intended to be
an "incentive stock option" as that term is described in Code Section 422(b).

         (m)      Option. The term "Option" means a right to purchase shares of
Stock at an Exercise Price established by the Committee.

         (n)      Option Agreement. The term "Option Agreement" means the
written document, in such form as is determined by the Committee, which reflects
the terms and conditions of an Option granted to a Participant.

         (o)      Parent. The term "Parent" means any company during any period
in which it is a "parent corporation" (as that term is defined in Code Section
424(e)) with respect to the Company.

         (p)      Participant. The term "Participant" means any Director who has
been granted an Option.

         (q)      Plan. The term "Plan" means this Directors' Stock Option Plan,
as it may be amended.

         (r)      Stock. The term "Stock" means shares of common stock of the
Company.

         (s)      Subsidiary. The term "Subsidiary" means any company during any
period in which it is a "subsidiary corporation" (as that term is defined in
Code Section 424(f)) with respect to the Company.

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