DEFERRED COMPENSATION AGREEMENT

                  THIS  AGREEMENT  is made and entered into as of the 1st day of
April, 1999 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 President 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;

                  NOW  THEREFORE,  in  consideration  of  the  mutual  covenants
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1.  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, the Company shall pay the Employee an aggregate amount
of $5,000,000 in ten annual installment  payments of $500,000 each commencing on
the  later  of (i)  January  1,  2001 or (ii)  the  date  of his  retirement  or
termination (whether by resignation of the Employee or discharge by the Company)
from the position of President and Chief  Executive  Officer of the Company.  If
the  Employee  should die before the ten  annual  payments  have been made,  the
unpaid  balance  will  continue  to be paid in  installments  for the  unexpired
portion of such ten year period to his designated  beneficiary(ies)  in the same
manner as set forth above.

         (b)  Notwithstanding  anything  herein  contained to the contrary,  the
Company  shall have the right,  in its sole  discretion,  to vary the manner and
time of making the installment  distributions provided in this Agreement and may
make such  distributions  in lump sum payments or over a shorter  period of time
than ten years, as it may find appropriate.

         (c) Nothing  contained  herein  shall be deemed to exclude the Employee
from any supplemental compensation,  bonus, pension, insurance, severance pay or
other  benefit to which  otherwise  he 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 pension, retirement,
stock,  option or other  benefit  plan or  arrangement  of the  Company  for the
benefit of its employees.
<PAGE>

2.  "Gross-Up Payment"

         (a) In the event any  amounts  paid or payable to the  Employee  by the
Company  contemplated by this Agreement which are of 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 2 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 2(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.  Binding Agreement; Successors and Assigns.

         This  Agreement  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
exist.

4.  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.

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<PAGE>

5.  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.

6.  Governing Law.

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

7.  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.

8.  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.


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<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: 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: 721 Fifth Avenue
                                        Apartment 38G
                                        New York, NY 10022
                               Fax:     212-755-6602


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