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                                                                 EXHIBIT 10.9.2


                               AMENDMENT NUMBER 2
                                     TO THE
                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                        LORAL SPACE & COMMUNICATIONS LTD.
                                       AND
                               BERNARD L. SCHWARTZ

         This Amendment (the "Amendment") to the Employment Agreement dated as
of April 5, 1996 (the "Employment Agreement") between Loral Space &
Communications Ltd., a Bermuda company (the "Company"), and Bernard L. Schwartz
("Schwartz") is entered into as of July 18, 2000.

         WHEREAS, the Company and Schwartz are presently parties to the
Employment Agreement; and

         WHEREAS, the Company and Schwartz desire to amend the Employment
Agreement as set forth herein;

         NOW, THEREFORE, effective as of the date hereof, the Employment
Agreement is hereby amended as follows:

         1. Section 2 of the Employment Agreement is amended to read as follows:

                  "2. Term. This Agreement shall have a term commencing on April
                  5, 1996 and ending on the tenth anniversary of the date on
                  which the shares of the Company's common stock, par value $.01
                  per share (the "Common Stock"), were distributed to the record
                  holders of the common stock of Loral Corporation, a New York
                  corporation (the "Distribution Date")."

         2. Section 4(d) of the Employment Agreement is amended to read as
            follows:

                  "(d) A change in control of the Company shall be deemed to
                  have occurred upon the occurrence of the events described in
                  paragraphs 1, 2, 3 or 4 below:

                           (1) The acquisition by any individual, entity or
                  group (within the meaning of Section 13(d)(3) or 14(d)(2) of
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act")) (a "Person") of beneficial ownership (within the
                  meaning of Rule 13d-3 promulgated under the Exchange Act) of
                  35% or more of either (i) the then outstanding common stock
                  (the "Outstanding Company Stock"), or (ii) the combined voting
                  power of the then outstanding voting securities of the Company
                  entitled to vote generally in the election of directors (the
                  "Outstanding Company Voting Securities"); provided, however,
                  that for purposes of this subsection (1), the following
                  acquisitions shall not constitute a
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                  change in control: (A) any acquisition by the Company, (B) any
                  acquisition by any employee benefit plan (or related trust)
                  sponsored or maintained by the Company or (C) any acquisition
                  by any corporation pursuant to a transaction which complies
                  with clauses (i) and (iii) of subsection (3) of this Section
                  4(d); or

                           (2) Individuals who, as of July 18, 2000, constitute
                  the Board (the "Incumbent Board") cease for any reason to
                  constitute at least a majority of the Board; provided,
                  however, that any individual becoming a director subsequent to
                  June 13, 2000 whose election, or nomination for election by
                  the shareholders of the Company, was approved by a vote of at
                  least a majority of the directors then comprising the
                  Incumbent Board shall be considered as though such individual
                  were a member of the Incumbent Board, but excluding, for this
                  purpose, any such individual whose initial assumption of
                  office occurs as a result of an actual or threatened election
                  contest with respect to the election or removal of directors
                  or other actual or threatened solicitation of proxies or
                  consents by or on behalf of a Person other than the Board; or

                           (3) Consummation of a reorganization, consolidation,
                  merger or sale of substantially all of the assets of the
                  Company (a "Corporate Event"), unless, following such
                  Corporate Event, (i) all or substantially all of the
                  individuals and entities who were the beneficial owners,
                  respectively, of the Outstanding Company Stock and Outstanding
                  Company Voting Securities immediately prior to such Corporate
                  Event beneficially own, directly or indirectly, more than 50%
                  of, respectively, the then outstanding common stock and the
                  combined voting power of the then outstanding voting
                  securities entitled to vote generally in the election of
                  directors, as the case may be, of the corporation resulting
                  from such Corporate Event (including, without limitation, a
                  corporation which as a result of such transaction owns the
                  Company or all or substantially all of the assets of the
                  Company either directly or through one or more subsidiaries)
                  in substantially the same proportions as their ownership,
                  immediately prior to such Corporate Event, of the Outstanding
                  Company Stock and Outstanding Company Voting Securities, as
                  the case may be, (ii) no Person, other than an employee
                  benefit plan (or related trust) of the Company, beneficially
                  owns, directly or indirectly, 35% or more of, respectively,
                  the then outstanding common stock of the corporation resulting
                  from such Corporate Event or the combined voting power of the
                  then outstanding voting securities of such corporation and
                  (iii) at least a majority of the members of the board of
                  directors of the corporation resulting from such Corporate
                  Event were members of the Incumbent Board at the time of the
                  execution of the initial agreement, or of the action of the
                  Board, providing for or approving such Corporate Event; or

                           (4) Approval by the shareholders of the Company of a
                  complete liquidation or dissolution of the Company."
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         3.  Section 15 of the Employment Agreement is amended to read as
follows:

                  "15.  Assignment.

                  (a) The rights and obligations of the Company under this
                  Agreement shall inure to the benefit of and shall be binding
                  upon the successors and assigns of the Company. The rights of
                  Schwartz under this Agreement shall inure to the benefit of
                  his personal representatives.

                  (b) The Company and Schwartz hereby acknowledge that, since
                  the effective date of this Agreement, Schwartz has been
                  employed by Loral SpaceCom Corporation, a Delaware corporation
                  ("SpaceCom"), and that all of the Company's obligations to
                  Schwartz under this Agreement have been paid by SpaceCom. The
                  Company and Schwartz hereby agree that all of the obligations
                  of the Company under this Agreement are hereby assigned to
                  SpaceCom, and SpaceCom and Schwartz consent to such
                  assignment."

                  Except as provided herein, the terms of the Employment
                  Agreement shall remain in full force and effect.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment effective as of July 18, 2000.

                                   LORAL SPACE & COMMUNICATIONS LTD.


                                   By:  /s/ Avi Katz
                                        ---------------------------------------
                                        Name:  Avi Katz
                                        Title:  Vice President, General Counsel
                                                     and Secretary



                                    /s/ Bernard L. Schwartz
                                        ---------------------------------------
                                        BERNARD L. SCHWARTZ


                                   LORAL SPACECOM CORPORATION


                                   By:  /s/ Avi Katz
                                        ---------------------------------------
                                        Name:  Avi Katz
                                        Title:  Vice President, General Counsel
                                                     and Secretary