ALLIED RISER COMMUNICATIONS CORP
EX-10.2 - AMENDED AND RESTATED RETENTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>d92122ex10-2.txt
<DESCRIPTION>EX-10.2 - AMENDED AND RESTATED RETENTION AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2



                    AMENDED AND RESTATED RETENTION AGREEMENT


         This Amended and Restated Retention Agreement ("Retention Agreement")
is effective as of July 21, 2001 by and between Allied Riser Operations
Corporation, (the "Company"), a Delaware corporation with its principal place of
business at 1700 Pacific Avenue, Dallas, Texas 75201, and Quentin E. Bredeweg,
an individual residing in Tarrant County, Texas ("Executive"). Terms not
otherwise defined herein shall have the meaning ascribed in the Employment
Agreement.

                                   RECITALS:

         A. Executive and the Company are parties to that certain Employment
Agreement dated as of April 3, 2001;

         B. Effective May 24, 2001, as in inducement to Executive's continued
employment with the Company, Executive and the Company entered into an agreement
to amend the Employment Agreement ("May Retention Agreement"), pursuant to which
the Company agreed to make certain payments to Executive on each of July 21,
2001 and September 21, 2001 if Executive remained an employee of the Company on
such dates;

         C. Effective July 21, 2001, as a further inducement to Executive's
continued employment with the Company, Executive and the Company entered into a
further amendment of the Employment Agreement and the May Retention Agreement
("Amended Retention Agreement"); and

         D. The parties desire to further amend the terms of the Employment
Agreement, the May Retention Agreement, and the Amended Retention Agreement and
enter into this Amended and Restated Retention Agreement to reflect their
understanding and agreement.

         NOW THEREFORE, in consideration of the promises and of the mutual
covenants and agreements hereinafter set forth, the parties hereto acknowledge
and agree as follows:

1.       Retention Compensation. In lieu of (x) the retention and bonus payments
         and severance identified in the May Retention Agreement and the Amended
         Retention Agreement, (y) the severance identified in the Employment
         Agreement, and (z) the Company's previously announced performance bonus
         plan for 2001, the Company will pay Executive the following amounts
         ("Retention Compensation"):

         (a)      an amount equal to 75% of Executive's annual base salary as of
                  July 21, 2001, payable in 12 equal installments on each
                  regularly scheduled payroll date between July 21, 2001 and
                  December 31, 2001; and

         (b)      an amount equal to 75% of Executive's annual base salary as of
                  July 21, 2001, payable in seven equal installments on each
                  regularly scheduled payroll date between October 5, 2001 and
                  December 31, 2001.


<PAGE>

2.       Performance Incentive Bonus. In addition to any other compensation
         provided for herein and in the Employment Agreement, and based upon
         achievement of milestone objectives established by the Board of
         Directors of the Company, the Company shall pay Executive $210,300, in
         seven equal installments (the "Performance Incentive Bonus") on each
         regularly scheduled payroll date between October 5, 2001 and December
         31, 2001.

3.       Terms and Conditions of Payment. The Company shall pay Executive the
         Retention Compensation and the Performance Incentive Bonus in
         accordance with the following terms and conditions:

         a.       Each installment of Retention Compensation and Performance
                  Incentive Bonus will be made on regularly scheduled paydays
                  and will be subject to applicable withholdings.

         b.       Each installment of Retention Compensation and Performance
                  Incentive Bonus will be paid only if Executive is not, on such
                  payday, subject to a performance improvement plan or
                  disciplinary action.

         c.       Executive will forfeit all unpaid installments of Retention
                  Compensation and Performance Incentive Bonus if Executive
                  voluntarily terminates his employment prior to a payday, or if
                  Executive is involuntarily terminated for cause (as defined in
                  the Employment Agreement).

         d.       If Executive is terminated for any reason other than cause on
                  or before December 31, 2001, Executive will receive a final,
                  adjusted installment of Retention Compensation and Performance
                  Incentive Bonus no later than on the next payroll date
                  following Executive's termination, in an amount equal to the
                  greater of the following (less applicable withholdings):

                  (i)      The sum of the Retention Compensation and the
                           Performance Incentive Bonus, less any installments of
                           Retention Compensation and Performance Incentive
                           Bonus previously paid to Executive; or

                  (ii)     The amount of severance provided in the Employment
                           Agreement, less any installments of Retention
                           Compensation and Performance Incentive Bonus
                           previously paid to Executive.

4.       Performance Pool Bonus. In addition to the Retention Compensation and
         the Performance Incentive Bonus set forth above, Executive may be
         eligible to receive additional amounts based upon achievement of
         milestone objectives established by the Board of Directors of the
         Company to be allocated from the pool established on July 12, 2001 by
         the Board of Directors (any such amounts, a "Performance Pool Bonus").
         The amount of the Performance Pool Bonus will be determined by the CEO
         of the Company, and Executive must be employed by the Company at the
         time of such determination in order to receive a Performance Pool
         Bonus.

5.       Change of Control. In the event that an agreement is signed prior to
         October 31, 2001 that results in a Change of Control, Executive may
         receive, at the option of Executive,


<PAGE>




         either (i) the severance payment set forth in the Employment Agreement
         or (ii) a Performance Pool Bonus in an amount determined by the CEO of
         the Company, subject to, as of the effective date of the Change of
         Control, (x) relinquishment by Executive of all outstanding stock
         options granted to Executive, and (y) execution by Executive of a
         release in form reasonably satisfactory to the Company. For purposes of
         this Retention Agreement, a Change of Control shall mean any of the
         following events: (i) a sale or transfer to an unaffiliated third party
         of the power to elect a majority of the members of the Board of
         Directors of the Company or the sole stockholder of Allied Riser
         Communications Corporation ("ARCC"), (ii) a sale to an unaffiliated
         third party of substantially all of the assets of the Company or ARCC,
         (iii) a merger or other consolidation transaction with an unaffiliated
         third party following which the ability to elect a majority of the
         members of the Board of Directors of the Company or ARCC or a majority
         of the voting power of the surviving corporation is not held by the
         pre-transaction stockholder group.

6.       No Repayment or Forfeiture. Upon payment of an installment of Retention
         Compensation and Performance Incentive Bonus or payment of a
         Performance Pool Bonus, no amount of Retention Compensation,
         Performance Incentive Bonus, or Performance Pool Bonus so paid is
         subject to repayment or forfeiture by Executive.

7.       Survival of Employment Agreement. Unless expressly amended herein, all
         provisions of the Employment Agreement remain in full force and effect.
         The May Retention Agreement and the Amended Retention Agreement are
         hereby terminated and replaced in their entirety by this Retention
         Agreement and are of no further force and effect. This Retention
         Agreement is the sole agreement between the parties regarding its
         subject matter. No prior agreement, statement or writing may be used to
         alter, amend or add to the terms herein, except to the extent that the
         Employment Agreement has been expressly incorporated herein by
         reference.



                     [REMAINDER OF PAGE INTENTIONALLY BLANK]



<PAGE>




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





                                             ALLIED RISER OPERATIONS CORPORATION



                                             By: /s/ GERALD K. DINSMORE
                                                 -------------------------------
                                             Name:  Gerald K. Dinsmore
                                             Title: President and
                                                    Chief Executive Officer


                                             /S/ QUENTIN E. BREDEWEG
                                             -----------------------------------
                                             Quentin E. Bredeweg




</TEXT>
</DOCUMENT>
