DEFERRED  COMPENSATION  AGREEMENT is
                                    made and entered  into as of the 31st day of
                                    March,    2000    by   and    between    ICG
                                    COMMUNICATIONS, INC., a Delaware corporation
                                    (the  "Company"),  and J. SHELBY  BRYAN (the
                                    "Employee").

                             W I T N E S S E T H:

            WHEREAS,  the  Employee is the  Chairman  of  the  Board  and  Chief
Executive Officer of the Company;

            WHEREAS,  the Company desires to recognize the services the Employee
currently  performs  and has  performed  for the  Company  and the  value to the
Company of such services and, in particular, to recognize the Employee's efforts
in the Company's  pending private equity financing in the amount of $750,000,000
by affiliates of Hicks Muse Tate & Furst Incorporated, Liberty Media Corporation
and Gleacher Capital Partners (the "Private Equity Transaction");

            NOW THEREFORE, in consideration of the premises and mutual covenants
and   obligations   hereinafter   set  forth,   and  other  good  and   valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:

     Section 1.    Definitions.

            As used in this  Agreement,  the  following  terms  shall  have  the
following meanings:

            "Commission"  shall mean the Securities  and Exchange  Commission or
any other Governmental Authority at the time administering the Securities Act.

            "Common Stock" shall mean shares of the common stock of the Company,
$.01 par value per share.

            "Common  Stock  Equivalent"  shall mean one share of Common Stock or
the right to acquire, whether or not such right is immediately exercisable,  one
share of Common  Stock,  whether  evidenced by an option,  warrant,  convertible
security or other instrument or agreement.

            "Company"  shall have the  meaning  ascribed to it in the caption to
this Agreement.

            "Demand Registration" shall mean a registration under the Securities
Act requested in accordance with Section 4.

<PAGE>



            "Employee"  shall have the meaning  ascribed to it in the caption to
this Agreement.

            "Governmental   Authority"   shall  mean  any  domestic  or  foreign
government  or political  subdivision  thereof,  whether on a federal,  state or
local level and whether executive,  legislative or judicial in nature, including
any agency,  authority,  board, bureau,  commission,  court, department or other
instrumentality thereof.

            "Other  Shares"  shall mean at any time those shares of Common Stock
which do not constitute Primary Shares or Shares.

            "Person" shall be construed as broadly as possible and shall include
an individual person, a partnership (including a limited liability partnership),
a  corporation,  an  association,  a joint stock  company,  a limited  liability
company,  a  trust,  a  joint  venture,  an  unincorporated  organization  and a
Governmental Authority.

            "Primary  Shares"  shall  mean,  at any  time,  the  authorized  but
unissued  shares of Common  Stock or Common  Stock  held by the  Company  in its
treasury.

            "Prospectus"  shall mean the  prospectus  included in a Registration
Statement,  including  any  prospectus  subject  to  completion,  and  any  such
prospectus as amended or supplemented by any prospectus  supplement with respect
to the terms of the offering of any portion of the Shares and, in each case,  by
all  other   amendments   and   supplements   to  such   prospectus,   including
post-effective  amendments, and in each case including all material incorporated
by reference therein.

            "Registration  Statement" shall mean any  registration  statement of
the Company which covers any of the Shares,  and all amendments and  supplements
to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus  contained  therein,  all exhibits thereto and all
material incorporated by reference therein.

            "Representative"  of a Person shall be  construed  broadly and shall
include such Person's partners, officers, directors, employees, agents, counsel,
accountants and other representatives.

            "Securities  Act" shall mean the Securities Act of 1933, as amended,
or  any  successor  Federal  statute,  and  the  rules  and  regulations  of the
Commission promulgated  thereunder,  all as the same may from time to time be in
effect.

            "Underwriter"  shall  mean a  securities  dealer who  purchases  any
Shares as principal and not as part of such dealer's market-making activities.

    Section 2.     Compensation; Payment Terms.

         (a) In addition  to, and not in lieu of, any and all  compensation  and
benefit arrangements  currently existing or hereinafter entered into between the
Company and the Employee, on January 1, 2001 (the "Delivery Date"),  the Company
shall issue the  Employee an aggregate  amount of 50,000  shares of Common Stock


                                       2
<PAGE>


(the "Shares"), of the Company; provided, however, that the Shares shall only be
issued to the Employee on the terms hereof after the  completion  of the Private
Equity  Transaction.  In the event that the Private  Equity  Transaction  is not
completed for any reason by the Delivery Date,  this Agreement  shall  terminate
and the Company shall have no obligations hereunder. If the Employee's period of
employment is terminated for any reason,  the Employee shall be entitled to have
the  Company  issue the  Shares to the  Employee  or the  Employee's  designated
beneficiary(ies) in the same manner as set forth above.

         (b) Nothing  contained  herein shall be  deemed to exclude the Employee
from any base or supplemental compensation, bonus, pension, insurance, severance
pay or other benefit to which he otherwise might be or might become  entitled as
an  employee of  the  Company.  The  deferred  compensation  payable under  this
Agreement  shall not be deemed  salary or other compensation to the Employee for
the  purpose  of  computing benefits  to which  he  may be  entitled  under  any
employment, pension, retirement,  stock option or  other agreement, benefit plan
or arrangement of the  Company for the benefit  of the Employee or the Company's
employees.

    Section 3.     Gross-Up Payment.

         (a) In the event any  amounts  paid or payable to the  Employee  by the
Company contemplated  by this Agreement  which are the type  encompassed  within
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"),  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 the Employee  in cash  an  additional
amount (the  "Gross-Up  Payment")  such that  the net  amount  retained  by  the
Employee  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 deferred  compensation  payments contemplated by this
Agreement.

         (b) Nothing in this Section 3 shall be construed to require the Company
to pay  any amounts due by the  Employee in respect of Federal,  state and local
income  taxes  on  the  deferred  compensation   payments  contemplated  by this
Agreement (other than the Excise Tax and the other taxes, interest and penalties
if any, described in Section 3(a)).

         (c) The  Gross-Up  payment  shall  be made  promptly upon the Company's
receipt of  notice from the Employee and his tax advisor, which advisor shall be
selected by the Employee and  reasonably  satisfactory  to the  Company,  of the
reasonable  determination that the Excise  Tax is due and payable as a result of
the deferred compensation payments contemplated by this Agreement.


                                       3
<PAGE>



    Section 4.     Demand Registration on Form S-3.

         (a) The Employee may  make up to one (1) written  request for a  Demand
Registration  of  all or any  part  of the  Shares.  Any  request  for a  Demand
Registration will specify the aggregate number of Shares proposed to be sold and
will also specify the intended  method of  disposition  thereof.  A registration
will not count as a Demand Registration until it has become effective.  Should a
Demand Registration not become effective due to the inability of the Employee to
reach  agreement with the  Underwriters  for the proposed sale on price or other
customary terms for such  transaction,  then such Demand  Registration  shall be
deemed to have been effected (provided that (i) if the Demand  Registration does
not become  effective  because a material  adverse  change has  occurred,  or is
reasonably likely to occur, in the condition (financial or otherwise), business,
assets or results of operations of the Company and its  subsidiaries  taken as a
whole  subsequent to the date of the written request made by the Employee,  (ii)
if the Company withdraws the Demand  Registration for any reason or preempts the
request for the Demand  Registration or (iii) if, after the Demand  Registration
has become  effective,  an offering  of Shares  pursuant  to a  registration  is
interfered  with by any stop order,  injunction or other order or requirement of
the  Commission  or other  Governmental  Authority  or  court,  then the  Demand
Registration  shall not be deemed to have been  effected and will not count as a
Demand Registration.

         (b) If the Employee so elects, the  offering of such Shares pursuant to
such  Demand  Registration  shall  be  in  the  form  of  a  "firm   commitment"
underwritten offering.  The Employee shall have the right to select the managing
Underwriters  and any additional  investment  bankers and managers to be used in
connection with  any  offering  under this Section 4, subject  to the  Company's
approval,  which approval shall not be unreasonably withheld.

         (c)  Securities to be sold for the account of any Person (including the
Company) other than the Employee shall not be included in a Demand  Registration
if the managing  Underwriter  or  Underwriters  shall advise the Company and the
Employee in writing that the inclusion of such  securities  will  materially and
adversely  affect  the price of the  offering  (a  "Material  Adverse  Effect").
Furthermore,  in the event the managing Underwriter or Underwriters shall advise
the Company or the Employee that even after exclusion of all securities of other
Persons (including the Company) pursuant to the immediately  preceding sentence,
the number of Shares proposed to be included in such Demand  Registration by the
Employee is sufficiently large to cause a Material Adverse Effect, the Shares to
be included in such Demand  Registration  shall equal the number of shares which
the Company and the Employee are so advised can be sold in such offering without
a Material Adverse Effect.

         (d) If the Company  shall be requested by the  Employee (the "Request")
to  effect a registration under the  Securities Act of Shares in accordance with
this  Section 4, then the  Company shall  promptly give  written  notice of such
proposed registration to the Employee and shall offer to  include  the Shares in
such  proposed  registration.  The Request  shall specify  the number  of Shares
proposed to be included in such registration. The Company shall promptly use its
best efforts to  effect such  registration of the  Shares which the  Company has


                                       4
<PAGE>


been so requested to register on Form S-3, if such form is available.

    Section 5.     Piggyback Registration.

         (a) If the Company  at any time  proposes  fo r any reason  to register
Primary Shares or Other Shares under the  Securities Act (other than on Form S-4
or Form  S-8  promulgated  under  the  Securities  Act or  any  successor  forms
thereto), it shall promptly give written notice to the Employee of its intention
to register  the Primary  Shares or Other Shares and, upon the written  request,
given within 20 days after  delivery of any such notice by the Company,  of such
Employee to include in such registration Shares (which request shall specify the
number of Shares  proposed to be  included in such  registration),  the  Company
shall use its  best  efforts to  cause all such  Shares to be  included in  such
registration on the same terms and conditions as the securities otherwise  being
sold in such registration, provided,  however,  that if the managing Underwriter
advises  the Company  that the  inclusion  of  all the  Shares or  Other  Shares
proposed to be included in such registration would interfere with the successful
marketing (including pricing) of Primary Shares proposed to be registered by the
Company, then the numberof Primary Shares, Other Shares and Shares  proposed  to
be included in such registration shall be included in the following order:

                   (i)   first, the Primary Shares; and

                   (ii)  second, the Shares and the Other Shares, pro rata.

    Section 6.     Preparation and Filing.

         (a) If and whenever the Company is under an obligation  pursuant to the
provisions of this Agreement to use its best efforts to effect the  registration
of any Shares, the Company shall, as expeditiously as practicable:

                   (i) use its best efforts  to cause a  Registration  Statement
    that registers such  Shares to become and remain  effective for a  period of
    120 days or until all of such Shares have been disposed of (if earlier);

                   (ii)  furnish, at least five business days  before  filing  a
    Registration  Statement that  registers such Shares,  a Prospectus  relating
    thereto and  any  amendments  or supplements  relating to such  Registration
    Statement or Prospectus,  to  counsel  for the  Employee  copies of all such
    documents  proposed  to  be  filed (it  being  understood   that  such  five
    business-day period need not apply to successive drafts of the same document
    proposed  to be filed so long as such successive drafts are supplied to such
    counsel  in advance  of the  proposed  filing by a  period of  time that  is
    customary and reasonable under the circumstances);

                   (iii)prepare and file with the Commission such amendments and
    supplements to such Registration Statement and Prospectus used in connection
    therewith as may be necessary to keep such Registration  Statement effective
    for the lesser of a period of 120 days or until all of such Shares have been


                                       5
<PAGE>


    disposed of (if earlier) and to comply with the provisions of the Securities
    Act with respect to the sale or other disposition of such Shares;

                   (iv) notify  counsel for the  Employee in writing  (A) of any
    comments by the  Commission with  respect to such Registration  Statement or
    Prospectus,  or  any  request  by   the  Commission  for  the  amending   or
    supplementing thereof or  for additional  information with respect  thereto,
    (B) of the  issuance by the  Commission of any  stop  order  suspending  the
    effectiveness of such Registration Statement or Prospectus or any  amendment
    or supplement thereto or the initiation of any  proceedings for that purpose
    and (C) of the receipt by the Company of any notification  with  respect  to
    the suspension of  the  qualification   of  such  Shares  for  sale  in  any
    jurisdiction  or the  initiation or  threatening of any  proceeding for such
    purposes;

                   (v) use its best efforts to  register or  qualify such Shares
    under such  other securities  or blue sky  laws of such jurisdictions as any
    seller  of Shares  reasonably  requests and do any  and all  other  acts and
    things which may be reasonably  necessary or advisable to enable such seller
    of Shares to consummate the disposition in such jurisdictions of the  Shares
    owned  by such  seller;  provided,  however, that the  Company  will  not be
    required  to qualify  generally to do  business,  subject itself to  general
    taxation or consent to general service of process in any  jurisdiction where
    it would not otherwise be required to do so but for this clause (v);

                   (vi) furnish  to each  seller  of  such  Shares  such  number
    of  copies  of  a  summary  Prospectus  or  other  Prospectus,  including  a
    preliminary   Prospectus,  in  conformity   with  the  requirements  of  the
    Securities  Act,  and  such  other documents  as such  seller of Shares  may
    reasonably  request  in   order  to  facilitate  the  public  sale  or other
    disposition of such Shares;

                   (vii) use its  best  efforts  to  cause  such  Shares  to  be
    registered with or approved by such other Governmental Authorities as may be
    necessary by virtue of the business and  operations of the Company to enable
    the seller or sellers thereof to consummate the disposition of such Shares;

                   (viii)notify on a timely  basis  each  seller of such  Shares
    at any time when a  Prospectus  relating to such  Shares is  required to  be
    delivered under the Securities Act within the appropriate  period  mentioned
    in clause (i) of this Section 6(a) of the happening of any event as a result
    of which the Prospectus included in such Registration Statement,  as then in
    effect, includes an untrue statement of a material fact or  omits to state a
    material  fact  required  to  be stated  therein  or  necessary  to make the
    statements  therein  not  misleading  in  light of  the  circumstances  then
    existing  and, at  the request of  such seller,  prepare and furnish to such
    seller a reasonable  number of copies of a  supplement to or an amendment of
    such  Prospectus as may  be necessary so  that,  as thereafter  delivered to
    the  offerees of such  shares,  such Prospectus  shall not include an untrue
    statement of a  material  fact or omit to state a material  fact required to
    be  stated  therein   or  necessary  to  make  the  statements  therein  not


                                       6
<PAGE>


    misleading in light of the circumstances then existing;

                   (ix) make available for inspection  by  any  seller  of  such
    Shares,   any  Underwriter participating in any disposition pursuant to such
    Registration  Statement and any attorney, accountant or other agent retained
    by any such seller or  Underwriter  (collectively,  the  "Inspectors"),  all
    pertinent  financial,  business  and  other  records,  pertinent   corporate
    documents and properties of the Company (collectively,  the  "Records"),  as
    shall  be  reasonably  necessary  to  enable  them  to  exercise  their  due
    diligence  responsibility,  and cause the  Company's officers, directors and
    employees  to  supply  all  information  (together  with  the  Records,  the
    "Information") reasonably requested  by any  such  Inspector  in  connection
    with  such Registration  Statement  (and any of the  Information  which  the
    Company  determines  in  good  faith  to  be  confidential,  and  of   which
    determination the Inspectors are so notified,  shall not be disclosed by the
    Inspectors unless (A) the  disclosure  of such  Information  is necessary to
    avoid or  correct a misstatement or omission in the  Registration Statement,
    (B) the release of such  Information  is ordered  pursuant  to a subpoena or
    other order from a court of competent jurisdiction, (C) such Information has
    been made generally  available to  the public, and (D) the seller  of Shares
    agrees that it will, upon  learning that disclosure  of such  Information is
    sought in  a court of  competent  jurisdiction,  give  notice to the Company
    and allow the  Company, at the Company's  expense, to undertake  appropriate
    action to prevent disclosure of the Information deemed confidential);

                   (x) use its best  efforts  to  obtain  from  its  independent
    certified public accountants a "cold comfort"  letter in customary  form and
    covering  such  matters of  the type  customarily  covered by  cold  comfort
    letters;

                   (xi) use its  best efforts  to obtain,  from its counsel,  an
    opinion or opinions in customary  form (which shall also be addressed to the
    sellers of Shares in such registration);

                   (xii) provide  a transfer  agent and  registrar (which may be
    the same entity and which may be the Company) for such Shares;

                   (xiii) issue to any Underwriter to which any seller of Shares
    may sell Shares in such offering certificates evidencing such Shares;

                   (xiv) list such Shares on any national securities exchange on
    which any shares  of the Common  Stock are listed or, if the Common Stock is
    not listed  on a national  securities  exchange,  use  its best  efforts  to
    qualify such Shares for inclusion on the automated quotation system  of  the
    National  Association  of Securities  Dealers,  Inc. (the "NASD"),  National
    Market  System ("NMS"),  or such other national  securities  exchange as the
    holder of such Shares shall request;

                   (xv) otherwise  use  its  best  efforts to  comply  with  all
    applicable rules and regulations of the Commission; and



                                       7
<PAGE>


                   (xvi) use its best efforts to take all other steps  necessary
    to effect  the registration of such Shares contemplated hereby.

              (b) each  holder  of  Shares  that  sells  Shares  pursuant  to  a
registration  under this  Agreement  agrees that during such time as such seller
may be engaged in a distribution of the Shares, such  seller  shall comply  with
Regulation  M promulgated under the Exchange Act and pursuant  thereto it shall,
among other things: (i) not engage in any stabilization  activity in  connection
with the  Common  Stock of  the  Company in  contravention of  such rules;  (ii)
distribute the  Shares  under the  Registration  Statement  solely in the manner
described in the Registration  Statement;  and (iii) cease  distribution of such
Shares pursuant to such  Registration Statement upon  receipt of written  notice
from the  Company that  the prospectus  covering the Shares contains any  untrue
statement  of a material  fact or omits  a material fact  required to be  stated
therein or necessary to make the statements therein not misleading.

    Section 7.     Registration Expenses.

            All reasonable expenses incurred by the Company, including,  without
limitation, all registration and filing fees (including all expenses incident to
filing with the NASD),  fees and expense of complying  with  securities and blue
sky laws,  printing  expenses,  fees and expenses of the  Company's  counsel and
accountants and reasonable fees and expenses of counsel for the Employee,  shall
be paid by the Company.

    Section 8.     Indemnification.

         (a) In  connection  with  any  registration  of any  Shares  under  the
Securities  Act pursuant to this  Agreement,  the Company  shall enter into such
reasonable customary indemnification agreements that indemnify and hold harmless
the seller of such  Shares, each  Underwriter, broker or any other Person acting
on behalf of such seller, each other Person,  if any,  who  controls  any of the
foregoing   Persons  within  the   meaning  of  the  Securities   Act  and  each
Representative of any  of the foregoing  Persons,  against any  losses,  claims,
damages or liabilities,  joint or several, to which any of the foregoing Persons
may  become  subject  under  the  Securities  Act or otherwise,  insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or  are  based upon an  untrue  statement or alleged  untrue  statement  of a
material  fact contained  in the Registration  Statement under which such Shares
were registered,  any  preliminary  Prospectus  or  final  Prospectus  contained
therein,  any  amendment  or  supplement  thereto or  any  document  incident to
registration or qualification of any Shares,  or arise out of or are based  upon
the omission or alleged omission to state therein a material fact required to be
stated  therein or necessary to make the  statements therein not  misleading or,
with  respect  to any  Prospectus, necessary  to make the statements  therein in
light of the  circumstances  under which they  were made not misleading,  or any
violation by the Company of the Securities Act  or state  securities or blue sky
laws applicable  to the Company  and relating to  action or inaction required of
the Company  in connection with such registration  or  qualification  under such
state securities or blue sky laws, and the Company shall promptly reimburse such
seller,  such  Underwriter,  such  broker,  such  controlling  Person  or   such
Representatives  for any reasonable  legal or other expenses  incurred by any of


                                       8
<PAGE>


them in connection with investigating or defending any such loss, claim, damage,
liability or action;  provided, however, that the Company shall not be liable to
any such Person  to the extent that  any such loss,  claim,  damage or liability
arises out of or is based upon an untrue statement or alleged  untrue  statement
or  omission  or  alleged   omission   made  in  said  Registration   Statement,
preliminary   Prospectus,  amendment,   supplement  or   document  incident   to
registration or  qualification  of any Shares in reliance upon and in conformity
with written  information  furnished to the Company through an  instrument  duly
executed by such Person,  or a Person duly acting on their behalf,  specifically
for use  in  the  preparation  thereof;  provided  further,  however,  that  the
foregoing  indemnity  agreement is subject to the  condition that, insofar as it
relates to any untrue statement, allegedly untrue statement, omission or alleged
omission made in any preliminary  Prospectus but eliminated or remedied  in  the
final  Prospectus  (filed  pursuant  to  Rule  424 of the  Securities Act), such
indemnity  agreement shall not inure to  the  benefit of any  indemnified  party
from whom the  Person  asserting  any loss,  claim, damage, liability or expense
purchased the Shares which are the subject  thereof,  if a  copy of  such  final
Prospectus  had  been  timely made  available to such indemnified party and such
final Prospectus  was not delivered to such Person with or prior to the  written
confirmation  of the sale of such  Registrable  Shares  to such Person.

         (b) In connection with any  registration of Shares under the Securities
Act pursuant to this Agreement, each  seller  of Shares  shall  enter  into such
reasonable customary indemnification agreements that indemnify and hold harmless
(in the same manner and to the same extent as set forth in paragraph (a) of this
Section 8) the Company,  each  Underwriter or broker  involved in such offering,
each other seller of Shares under such Registration  Statement,  each Person who
controls any of the foregoing  Persons  within the meaning of the Securities Act
and any Representative of the foregoing Persons with respect to any statement or
omission from such Registration  Statement,  any preliminary Prospectus or final
Prospectus  contained  therein,  any  amendment  or  supplement  thereto  or any
document  incident to  registration  or  qualification  of any  Shares,  if such
statement or omission was made in reliance upon and in  conformity  with written
information  furnished to the Company or such Underwriter  through an instrument
duly  executed  by  such  seller  or  a  Person  duly  acting  on  their  behalf
specifically  for use in connection  with the  preparation of such  Registration
Statement,  preliminary Prospectus,  final Prospectus,  amendment or supplement;
provided,  however,  that the  maximum  amount of  liability  in respect of such
indemnification  shall be limited,  in the case of each seller of Shares,  to an
amount equal to the net proceeds  actually received by such seller from the sale
of Shares effected pursuant to such registration.

        (c)  Promptly after receipt  by an indemnified  party of  notice  of the
commencement  of any  action  involving  a claim  referred  to in the  preceding
paragraphs of this Section 8, such indemnified party will, if a claim in respect
thereof is made against an indemnifying party, give written notice to the latter
of the  commencement  of such  action  (provided  however,  that an  indemnified
party's  failure to give such notice in a timely  manner  shall only relieve the
indemnification  obligations  of  an  indemnifying  party  to  the  extent  such
indemnifying  party is prejudiced by such  failure).  In case any such action is
brought against an indemnified party, the indemnifying party will be entitled to
participate  in and to  assume  the  defense  thereof,  jointly  with any  other
indemnifying  party  similarly  notified  to the extent  that it may wish,  with


                                       9
<PAGE>


counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying  party to such  indemnified  party of its election so to assume
the defense  thereof,  the  indemnifying  party shall not be responsible for any
legal  or other  expenses  subsequently  incurred  by the  indemnified  party in
connection with the defense thereof; provided,  however, that if any indemnified
party  shall have  reasonably  concluded  that there may be one or more legal or
equitable  defenses available to such indemnified party which are in addition to
or conflict with those available to the  indemnifying  party, or that such claim
or litigation  involves or could have an effect upon matters beyond the scope of
the indemnity agreement provided in this Section 8, the indemnifying party shall
not have the  right to  assume  the  defense  of such  action  on behalf of such
indemnified party and such  indemnifying  party shall reimburse such indemnified
party and any Person  controlling such indemnified party for that portion of the
fees and expenses of any one lead counsel  (plus  appropriate  special and local
counsel) retained by the indemnified  party which are reasonably  related to the
matters covered by the indemnity agreement provided in this Section 8.

         (d) If the indemnification provided for in this Section  8 is held by a
court of competent  jurisdiction to be unavailable to an indemnified  party with
respect to any loss,  claim,  damage or liability  referred to herein,  then the
indemnifying  party, in lieu of indemnifying  such indemnified  party hereunder,
shall contribute to the amounts paid or payable by such  indemnified  party as a
result  of such  loss,  claim,  damage or  liability  in such  proportion  as is
appropriate to reflect the relative fault of the  indemnifying  party on the one
hand and of the  indemnified  party on the  other  hand in  connection  with the
statements or omissions which resulted in such loss, claim,  damage or liability
as well as any other relevant equitable considerations;  provided, however, that
the  maximum  amount of  liability  in  respect  of such  contribution  shall be
limited,  in the case of each  seller of Shares,  to an amount  equal to the net
proceeds  actually  received  by such  seller  from the sale of Shares  effected
pursuant to such registration.  The relative fault of the indemnifying party and
of the  indemnified  party shall be  determined  by  reference  to,  among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.

         (e) The  indemnification  and   contribution  provided  for  under this
Agreement will remain in full force and effect  regardless of any  investigation
made by or on  behalf of the indemnified  party and will survive transfer of the
Shares.

    Section 9.     Rule 144.

            The Company  covenants that it will file any reports  required to be
filed by it under the  Securities Act and the Exchange Act and that it will take
such  further  action as the  Employee  may  reasonably  request  to the  extent
required  from time to time to enable the  Employee  to sell the Shares  without
registration  under the  Securities  Act within the limitation of the exemptions
provided by Rule 144 under the Securities  Act, as such Rule may be amended from
time to  time,  or any  similar  rule or  regulation  hereafter  adopted  by the


                                       10
<PAGE>


Commission.  Upon the request of the  Employee,  the Company will deliver to the
Employee a written  statement as to whether it has complied with such  reporting
requirements.

    Section 10.    Termination of Registration Rights.

            The  registration  rights  provided for under this  Agreement  shall
terminate and be of no further force or effect  following the third  anniversary
of the issuance of the Shares.

    Section 11.    Binding Agreement: Successors and Assigns.

            This Agreement and the  obligations  hereunder shall be binding upon
and inure to the benefit of the Company, and its successors and assigns, and the
Employee and his heirs, executors, administrators and legal representatives. The
Company  shall have the right to assign this  Agreement  to any  corporation  or
other person or entity that acquires all or  substantially  all of the assets of
the Company.  For purposes of this  Agreement,  the "Company"  shall include any
corporation  or other entity  which is the  surviving  or  continuing  entity in
respect of any merger,  consolidation  or form of business  combination in which
the Company ceases to exists.

    Section 12.    Notice.

            For purposes of this Agreement, notices and all other communications
provided for in this  Agreement  shall be in writing and shall be deemed to have
been duly given by a party to the other party via facsimile transmission or when
mailed by United States  registered  mail,  return  receipt  requested,  postage
prepaid and  addressed,  to the fax number or  address,  as the case may be, set
forth under such party's name on the signature page of this Agreement.

    Section 13.    Miscellaneous.

            No provision of this Agreement may be modified, waived or discharged
unless such  modification,  waiver or discharge is agreed to in a writing signed
by the Employee and the Company. No waiver by either party hereto at any time of
any breach by the other party hereto of, or of compliance with, any condition or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or  representations,  oral or otherwise,
express or implied,  with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement.

    Section 14.    Governing Law.

            The validity,  interpretation,  construction and performance of this
Agreement shall be governed by the laws of the State of Delaware.


                                       11
<PAGE>



    Section 15.    Severability.

            If any provision of this Agreement is held invalid or unenforceable,
such  invalidity  or  unenforceability  shall not  affect  any other  provisions
hereto.  If any  provision of this  Agreement  is held invalid or  unenforceable
because the fulfillment of such provision  would involve  exceeding the limit of
validity prescribed by law, then upon such a determination, the obligation to be
fulfilled  shall be reduced to the limit of validity  prescribed  by law. If the
provision of the Agreement which is found to be invalid or unenforceable  cannot
be modified so as to be enforceable under existing laws, this Agreement shall be
construed and enforced as if such provision had not been included herein.

    Section 16.    Counterparts.

            This  Agreement  may be  executed in several  counterparts,  each of
which  shall  be  deemed  to be an  original  but  all of  which  together  will
constitute one and the same instrument.


                                       12
<PAGE>



            IN WITNESS WHEREOF,  the undersigned have executed this Agreement as
of the date first written above.



                                    ICG COMMUNICATIONS, INC.

                                    By: /s/ William J. Laggett
                                       ---------------------------------
                                       Name:  William J. Laggett
                                       Title: Vice Chairman of the Board
                                    Address: c/o ICG Communications, Inc.
                                              161 Inverness Drive West
                                              Englewood, Colorado 80112
                                       Fax:   303-414-5502



                                   /s/ J. Shelby Bryan
                                    ----------------------------
                                    J. SHELBY BRYAN
                                    Address:  __________________
                                              __________________
                                    Fax:      ___-____-______