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                                                                 Exhibit 10.31.1

             Amendment No. 1 to the Employment Protection Agreement
               Between Loral SpaceCom Corporation (the "Company")
                        and ---------- (the "Executive")
                 dated as of January 22, 2002 (the "Agreement")



         Pursuant to resolutions of the Board of Directors of the Company dated
February 7, 2002, this Amendment No. 1 to the Agreement is made effective as of
this 7th day of February, 2002.

         1. Section 7(d) of the Agreement is hereby amended by adding at the end
of such Section new subparagraph (D) to read as follows:

         "(D) For purposes of calculating the amount owed to the Executive
pursuant to Section 7(d)(ii)(B)(2) of this Agreement, with respect to any year
in which the Executive elected to receive or was given common stock or stock
options in respect of all or any portion of the Annual Bonus, the amount of such
bonus shall be calculated based on the aggregate value of cash and equity
granted to the Executive, without regard to any vesting restrictions. For this
purpose, shares of common stock shall be valued based on their fair market value
on the date the bonus was awarded, and any options to acquire common stock shall
be valued on such date based on the Black Scholes option valuation model."

         2. Section 9(a) of the Agreement is hereby amended in its entirety to
read as follows:

         "Anything in this Agreement to the contrary notwithstanding, in the
event it shall be determined that any payment or distribution by the Company to
or for the benefit of the Executive, or any vesting of options or stock,
(whether such payment, distribution or vesting occurs pursuant to the terms of
this Agreement or otherwise, but determined without regard to any additional
payments required under this Section 9) (the "Payments") would be subject to the
excise tax imposed by Section 4999 of the Code (or any successor provision) or
any interest or penalties are incurred by the Executive with respect to such
excise tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then the Executive
shall be entitled to receive an additional payment (a "Gross-Up Payment") in an
amount such that after payment by the Executive of all taxes with respect to the
Gross-Up Payment (including any interest or penalties imposed with respect to
such taxes), including, without limitation, any income taxes (and any interest
and penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments."


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         Except as provided in this Amendment No. 1, all terms and conditions of
the Agreement shall remain unchanged.



                                      LORAL SPACECOM CORPORATION



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



                                      EXECUTIVE:



                                      -----------------------------------------
                                      Name: