Exhibit
10.5  [FORM OF]  STOCK OPTION AGREEMENT  THIS AGREEMENT, dated as of August 20, 2004
(the Grant Date) is made by and between PanAmSat Corporation, a
Delaware corporation (hereinafter referred to as the Company), and the
individual whose name is set forth on the signature page hereof, who isan employee of the Company or a Subsidiary
or Affiliate of the Company, hereinafter referred to as the Optionee.  Any capitalized terms herein not otherwise
defined in Article I shall have the meaning set forth in the Plan (as
hereinafter defined).  WHEREAS, the Company wishes to carry out the
Plan, the terms of which are hereby incorporated by reference and made a part
of this Agreement; and  WHEREAS, the Committee, appointed to
administer the Plan, has determined that it would be to the advantage and best
interest of the Company and its shareholders to grant the Option provided for
herein to the Optionee as an incentive for increased efforts during his term of
office with the Company or its Subsidiaries or Affiliates, and has advised the
Company thereof and instructed the undersigned officers to issue said Option;  NOW, THEREFORE, in consideration of the
mutual covenants herein contained and other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto do hereby agree as
follows:  ARTICLE I  DEFINITIONS  Whenever the following terms are used in this
Agreement, they shall have the meaning specified below unless the context
clearly indicates to the contrary.  Section 1.1.-
Cause  Cause shall mean Cause as such term may
be defined in any employment agreement between the Optionee and the Company or
any of its Subsidiaries or Affiliates (the Employment Agreement), or,
if there is no such Employment Agreement, Cause shall mean: (a) the
Optionees willful and continued failure to perform his or her material duties
with respect to the Company or it Subsidiaries which continues beyond 10 days
after a written demand for substantial performance is delivered to the Optionee
by the Company (the Cure Period), (b) the willful or intentional
engaging by the Optionee in conduct that causes material and demonstrable
injury, monetarily or otherwise, to the Company, any of the Investors, and
their respective Affiliates, (c) conviction of , or a plea of nolo contendere to, a crime constituting
(A) a felony under the laws of the United States or any state thereof or (B) a
misdemeanor involving moral turpitude, or (d) a material breach of the
Optionees Management Stockholders Agreement or other agreements, if any,
including, without limitation, engaging in any action in breach of the
restrictive covenants as set forth therein, which continues beyond the Cure
Period (to the extent that, in the Boards reasonable judgment, such breach can
be cured).


Section 1.2.-
Change in Control  Change in Control means in one or a series
of related transactions (i) the sale of all or substantially all of the assets
of the Company to an Unaffiliated Person; (ii) a sale resulting in more than
50% of the voting stock of the Company being held by an Unaffiliated Person;
(iii) a merger, consolidation, recapitalization or reorganization of the
Company with or into another Unaffiliated Person; if and only if any such event listed in clauses (i) through
(iii) above results in the inability of the Investors, or any member or members
of the Investors, to designate or elect a majority of the Board (or the board
of directors of the resulting entity or its parent company).  For purposes of this definition, the term Unaffiliated
Person means any Person or Group who is not (x) an Investor or any member
of the Investors, (y) a Rule 405 Affiliate of any Investor or any member of any
Investor, or (z) an entity in which any Investor, or any member of any Investor
holds, directly or indirectly, a majority of the economic interests in such
entity.  Section 1.3.-
Committee  Committee shall
meanthe Compensation
Committee of the Board of Directors of the Company, or if no such committee
exists, the Board of Directors of the Company.  Section 1.4.-
Fiscal Year  Fiscal Year shall mean each fiscal year of
the Company (which, for the avoidance of doubt, ends on or about November 30 of
any given calendar year).  Section 1.5.-
Good Reason  Good Reason
shall mean Good Reason as such term is defined in the Employment Agreement,
or if there is no such Employment Agreement, Good Reason shall mean (i) a
reduction in the Management Stockholders base salary or annual incentive
compensation (other than a general reduction in base salary that affects all
members of senior management in substantially the same proportions, provided
that the Management Stockholders base salary is not reduced by more than 10%);
(ii) a substantial reduction in the Management Stockholders duties and
responsibilities; or (iii) a transfer of the Management Stockholders primary
workplace by more than fifty miles from the current workplace.  Section 1.6.-
Investors  Investors means Constellation, LLC, a
Delaware limited liability company, Carlyle PanAmSat I, L.L.C., a Delaware
limited liability company, Carlyle PanAmSat II, L.L.C., a Delaware limited
liability company, PEP PAS, LLC, a Delaware limited liability company, and PEOP
PAS, LLC, a Delaware limited liability company.  Section 1.7.-
Management Stockholders Agreement  Management Stockholders Agreement shall
mean that certain Management Stockholders Agreement of even date herewith
between the Optionee and the Company.  2


Section 1.8.-
Option  Option shall mean the aggregate of the Time
Option and the Performance Option granted under Section 2.1 of this Agreement.  Section 1.9.-
Permanent Disability  Permanent Disability shall mean
Disability as such term is defined in the Employment Agreement, or if there
is no such Employment Agreement, Permanent Disability shall mean the Optionee
becoming physically or mentally incapacitated and is therefore unable for a
period of six (6) consecutive months to perform substantially all of the material
elements of the Optionees duties with the Company or any Subsidiary or
Affiliate thereof.  Any question as to
the existence of the Permanent Disability of the Optionee as to which the
Optionee and the Company cannot agree shall be determined in writing by a
qualified independent physician mutually acceptable to the Optionee and the
Company.  If the Optionee and the
Company cannot agree as to a qualified independent physician, each shall
appoint such a physician and those two physicians shall select a third who
shall make such determination in writing. 
The determination of Permanent Disability made in writing to the Company
and the Optionee shall be final and conclusive for all purposes of this
Agreement (such inability is hereinafter referred to as Permanent Disability
or being Permanently Disabled).  Section 1.10.-
Performance Option  Performance Option shall mean the right and
option to purchase, on the terms and conditions set forth herein, all or any
part of an aggregate of the number of shares of Common Stock set forth on the
signature page hereof opposite the term Performance Option.  Section 1.11.-
Plan  Plan shall mean the 2004 Stock Option Plan
for Key Employees of PanAmSat Corporation and Its Subsidiaries.  Section 1.12.-
Secretary  Secretary shall mean the Secretary of the
Company.  Section 1.13.-
Time Option  Time Option shall mean the right and option
to purchase, on the terms and conditions set forth herein, all or any part of
an aggregate of the number of shares of Common Stock set forth on the signature
page hereof opposite the term Time Option.  3


ARTICLE II  GRANT OF OPTIONS  Section 2.1.-
Grant of Options  For good and valuable consideration, on and
as of the date hereof the Company irrevocably grants to the Optionee (i) a Time
Option to purchase any part or all of an aggregate of the number of shares set
forth on the signature page hereof of its Common Stock upon the terms and
conditions set forth in this Agreement and (ii) a Performance Option to
purchase any part or all of an aggregate of the number of shares set forth on
the signature page hereof of its Common Stock upon the terms and conditions set
forth in this Agreement.  The Option
shall consist of a Time Option and a Performance Option.  Section 2.2.-
Exercise Price  Subject to Section 2.4, the exercise price of
the shares of Common Stock covered by the Option shall be $21.84453771 per
share (the Base Price) without commission or other charge (which is
the Fair Market Value per share of the Common Stock on the Grant Date).  Section 2.3.-
No Guarantee of Employment  Nothing in this Agreement or in the Plan
shall confer upon the Optionee any right to continue in the employ of the
Company or any Subsidiary or Affiliate or shall interfere with or restrict in
any way the rights of the Company and its Subsidiaries or Affiliates, which are
hereby expressly reserved, to terminate the employment of the Optionee at any
time for any reason whatsoever, with or without cause, subject to the
applicable provisions of, if any, the Optionees employment agreement with the
Company or offer letter provided by the Company to the Optionee.  Section 2.4.-
Adjustments to Option  Subject to Sections 8 and 9 of the Plan, in
the event that the outstanding shares of the stock subject to the Option, are,
from time to time, changed into or exchanged for a different number or kind of
shares of the Company or other securities by reason of a merger, consolidation,
recapitalization, reclassification, stock split, spin-off, stock dividend,
combination of shares, or other corporate event, the Committee shall make, as
appropriate and equitable, an adjustment in the number and kind of shares
and/or the amount of consideration as to which or for which, as the case may
be, such Option, or portions thereof then unexercised, shall be exercisable,
and the Committee may, as it deems appropriate and equitable, pay to the
Optionee an amount in respect of the shares of Common Stock subject to the
Option, with such conditions or limitations as the Committee may deem
reasonable and necessary to preserve the economic value of the Option.  Any such adjustment made by the Committee
shall be final and binding upon the Optionee, the Company and all other
interested persons.  4


ARTICLE III  PERIOD OF EXERCISABILITY  Section 3.1.-
Commencement of Exercisability  (a)So long as the Optionee
continues to be employed by the Company or any of its Subsidiaries or
Affiliates, the Option shall become exercisable pursuant to the following
schedules:  (i)Time Option.  The Time Option shall become vested and exercisable ratably with
respect to 20% of the shares subject to such Time Option on each of the first
five anniversaries of the Grant Date.  (ii)Performance Option.  The Performance Option shall become vested
and exercisable as to 100% of the shares subject to such option on the eighth
anniversary of the Grant Date; provided, however, that the
exercisability of the Performance Option will be accelerated as to 20% of the
shares of Common Stock subject to such Option at the end of each of the first
five Fiscal Years occurring after the Grant Date, if and only if the Company achieves both the EBITDA and Free
Cash Flow performance targets set forth on Schedule A attached hereto
(each, an Annual Performance Target). 
In the event that an Annual Performance Target is not achieved in a
particular Fiscal Year, the vesting of the Performance Option shall accelerate
if both Annual Performance Targets are achieved in any subsequent fiscal year,
such that the Performance Option shall vest as if all prior Annual Performance
Targets had been met.  (b)Notwithstanding the foregoing,
(i) the Time Option shall become immediately exercisable as to 100% of the
shares of Common Stock subject to such option immediately prior to a Change in
Control (but only to the extent such option has not otherwise terminated or
become exercisable) and (ii) the Performance Option shall become immediately
exercisable as to 100% of the shares of Common Stock subject to such option
immediately prior to a Change in Control (but only to the extent such option
has not otherwise terminated or become exercisable) if (x) both Annual
Performance Targets have been achieved for each of the prior Fiscal Years or on
a catch-up basis or (y) as a result of the Change in Control, (A) the
Investors achieve a gross internal rate of return of not less than 25% (on a
fully diluted basis, assuming the inclusion of all shares of Common Stock
underlying all Options), as determined in good faith by the Investors and (B)
the Investors earn at least 3.0 times the Base Price for each share of Common
Stock held (directly or indirectly) by it. 
If a Change in Control occurs during a Fiscal Year, the board of
directors of the Company will determine in good faith what percentage will
become vested based upon quarterly performance targets measuring EBITDA over
the trailing twelve month period.  (c)Notwithstanding the foregoing,
no Option shall become exercisable as to any additional shares of Common Stock
(which does not otherwise become exercisable in accordance with Section 3.1(a)
or (b) above) following the termination of employment of the Optionee for any
reason and any Option, which is unexercisable as of the Optionees termination
of employment, shall be immediately cancelled without payment therefor.  5


Section 3.2.
Expiration of Option  Except as otherwise provided in Section 5 or
6 of the Management Stockholders Agreement, the Optionee may not exercise the
Option to any extent after the first to occur of the following events:  (a)The tenth anniversary of the
Grant Date;  (b)The first anniversary of the
date of the Optionees termination of employment, if the Optionees employment
is terminated by reason of death or Permanent Disability (unless earlier
terminated as provided in Section 3.2(g) below);  (c)Immediately upon the date of the
Optionees termination of employment by the Company or its Subsidiaries or
Affiliates for Cause;  (d)One hundred and eighty (180)
days after the date of an Optionees termination of employment by the Company
or any of its Subsidiaries or Affiliates without Cause (for any reason other
than as set forth in Section 3.2(b));  (e)One hundred and eighty (180)
days after the date of an Optionees termination of employment with the Company
or any of its subsidiaries or affiliates by the Optionee with Good Reason;  (f)Thirty (30) days after the date
of an Optionees termination of employment with the Company or any of its
subsidiaries or affiliates by the Optionee without Good Reason;  (g)The date the Option is
terminated pursuant to Section 5 or 6 of the Management Stockholders
Agreement; or  (h)At the discretion of the
Company, if the Committee so determines pursuant to Section 9 of the Plan, the
effective date of either the merger or consolidation of the Company into
another Person, or the exchange or acquisition by another Person of all or
substantially all of the Companys assets or 80% or more of its then
outstanding voting stock, or the recapitalization, reclassification,
liquidation, dissolution or other corporate event of the Company after (x) ten
(10) days prior written notice to the Optionee that the Company intends to
exercise such discretion and an opportunity for the Optionee to exercise his
Options (whether or not then vested), (y) payment to the Optionee in respect of
the termination of his Options, or (z) an opportunity for the Executive to rollover
his Options into new stock options, in connection with such transaction.  ARTICLE IV  EXERCISE OF OPTION  Section 4.1.
Person Eligible to Exercise  Except as otherwise provided in the
Management Stockholders Agreement, during the lifetime of the Optionee, only
he may exercise an Option or any portion thereof.  6


After the
death of the Optionee, any exercisable portion of an Option may, prior to the
time when an Option becomes unexercisable under Section 3.2, be exercised by
his personal representative or by any person empowered to do so under the
Optionees will or under the then applicable laws of descent and distribution.  Section 4.2.
Partial Exercise  Any exercisable portion of an Option or the
entire Option, if then wholly exercisable, may be exercised in whole or in part
at any time prior to the time when the Option or portion thereof becomes
unexercisable under Section 3.2; provided, however, that any
partial exercise shall be for whole shares of Common Stock only.  Section 4.3.
Manner of Exercise  An Option, or any exercisable portion
thereof, may be exercised solely by delivering to the Secretary or his office
all of the following prior to the time when the Option or such portion becomes
unexercisable under Section 3.2:  (a)Notice in writing signed by the
Optionee or the other person then entitled to exercise the Option or portion
thereof, stating that the Option or portion thereof is thereby exercised, such
notice complying with all applicable rules established by the Committee;  (b)Full payment (in cash or by
check or by a combination thereof) for the shares with respect to which such
Option or portion thereof is exercised;  (c)A bona fide written
representation and agreement, in a form satisfactory to the Committee, signed
by the Optionee or other person then entitled to exercise such Option or
portion thereof, stating that the shares of Common Stock are being acquired for
his own account, for investment and without any present intention of
distributing or reselling said shares or any of them except as may be permitted
under the Securities Act of 1933, as amended (the Act), and then
applicable rules and regulations thereunder, and that the Optionee or other
person then entitled to exercise such Option or portion thereof will indemnify
the Company against and hold it free and harmless from any loss, damage,
expense or liability resulting to the Company if any sale or distribution of
the shares by such person is contrary to the representation and agreement
referred to above; provided, however, that the Committee may, in
its reasonable discretion, take whatever additional actions it deems reasonably
necessary to ensure the observance and performance of such representation and
agreement and to effect compliance with the Act and any other federal or state
securities laws or regulations;  (d)Full payment to the Company of
all amounts which, under federal, state or local law, it is required to
withhold upon exercise of the Option; and  (e)In the event the Option or
portion thereof shall be exercised pursuant to Section 4.1 by any person or
persons other than the Optionee, appropriate proof of the right of such person
or persons to exercise the option.  Without limiting the generality
of the foregoing, the Committee may require an opinion of counsel acceptable to
it to the effect that any subsequent transfer of shares acquired on exercise of
an Option does not violate the Act, and may issue stop-transfer orders covering
such shares.  7


Share certificates evidencing
stock issued on exercise of this Option shall bear an appropriate legend
referring to the provisions of subsection (c) above and the agreements herein.
The written representation and agreement referred to in subsection (c) above
shall, however, not be required if the shares to be issued pursuant to such
exercise have been registered under the Act, and such registration is then
effective in respect of such shares.  Section 4.4.
Conditions to Issuance of Stock Certificates  The shares of stock deliverable upon the
exercise of an Option, or any portion thereof, may be either previously
authorized but unissued shares or issued shares, which have then been
reacquired by the Company.  Such shares
shall be fully paid and nonassessable. 
The Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of an Option or
portion thereof prior to fulfillment of all of the following conditions:  (a)The obtaining of approval or
other clearance from any state or federal governmental agency which the
Committee shall, in its reasonable and good faith discretion, determine to be
necessary or advisable; and  (b)The lapse of such reasonable
period of time following the exercise of the Option as the Committee may from
time to time establish for reasons of administrative convenience or as may
otherwise be required by applicable law.  Section 4.5.
Rights as Stockholder  Except as otherwise provided in Section 2.4
of this Agreement, the holder of an Option shall not be, nor have any of the
rights or privileges of, a stockholder of the Company in respect of any shares
purchasable upon the exercise of the Option or any portion thereof unless and
until certificates representing such shares shall have been issued by the
Company to such holder.  ARTICLE V  MISCELLANEOUS  Section 5.1.
Administration  The Committee shall have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules.  All actions taken and all interpretations and determinations made
by the Committee shall be final and binding upon the Optionee, the Company and
all other interested persons.  No member
of the Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Option.  In its absolute discretion, the Board may at
any time and from time to time exercise any and all rights and duties of the
Committee under the Plan and this Agreement.  8


Section 5.2.
Option Not Transferable  Neither the Option nor any interest or right
therein or part thereof shall be liable for the debts, contracts or engagements
of the Optionee or his successors in interest or shall be subject to
disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect;
provided, however, that this Section 5.2 shall not prevent transfers by will or
by the applicable laws of descent and distribution.  Section 5.3.
Notices  Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Company in care of its
Secretary, and any notice to be given to the Optionee shall be addressed to him
at the address given beneath his signature hereto.  By a notice given pursuant to this Section 5.3, either party may
hereafter designate a different address for notices to be given to him.  Any notice, which is required to be given to
the Optionee, shall, if the Optionee is then deceased, be given to the
Optionees personal representative if such representative has previously
informed the Company of his status and address by written notice under this
Section 5.3.  Any notice shall have been
deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service.  Section 5.4.
Titles; Pronouns  Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.  The masculine pronoun shall
include the feminine and neuter, and the singular the plural, where the context
so indicates.  Section 5.5.
Applicability of Plan and Management Stockholders Agreement  The Option and the shares of Common Stock
issued to the Optionee upon exercise of the Option shall be subject to all of
the terms and provisions of the Plan and the Management Stockholders
Agreement, to the extent applicable to the Option and such shares.  In the event of any conflict between this
Agreement and the Plan, the terms of the Plan shall control.  In the event of any conflict between this
Agreement or the Plan and the Management Stockholders Agreement, the terms of
the Management Stockholders Agreement shall control.  Section 5.6.
Amendment  This Agreement may be amended only by a
writing executed by the parties hereto, which specifically states that it is
amending this Agreement.  Section 5.7.
Governing Law  The laws of
the State of Delaware shall govern the interpretation, validity and performance
of the terms of this Agreement regardless of the law that might be applied
under principles of conflicts of laws.  9


Section 5.8.
Arbitration  In the event of any controversy among the
parties hereto arising out of, or relating to, this Agreement which cannot be
settled amicably by the parties, such controversy shall be finally, exclusively
and conclusively settled by mandatory arbitration conducted expeditiously in
accordance with the American Arbitration Association rules, by a single
independent arbitrator.  Such
arbitration process shall take place within 100 miles of the New York City
metropolitan area.  The decision of the
arbitrator shall be final and binding upon all parties hereto and shall be
rendered pursuant to a written decision, which contains a detailed recital of
the arbitrators reasoning.  Judgment
upon the award rendered may be entered in any court having jurisdiction
thereof.  Each party shall bear its own
legal fees and expenses, unless otherwise determined by the arbitrator.  Notwithstanding anything herein to the
contrary, if the Employment Agreement contains a similar provision relating to
arbitration and/or dispute resolution, such provision in the Employment
Agreement shall govern any controversy hereunder.  [Signatures on next
page.]  10


IN WITNESS WHEREOF, this Agreement has been
executed and delivered by the parties hereto.  PANAMSAT CORPORATIONBy:Its:


OPTIONEE:Address  Aggregate
  number of shares of Common Stock
  for which the Time Option
  granted hereunder is
  exercisable (100% of number of shares):
  [                        ]Aggregate
  number of shares of Common Stock
  for which the Performance Option
  granted
  hereunder is exercisable (100% of number of
  shares):
  [                        ]Base Price:
  $[                        ]
  per shareGrant Date:
  August 20,
  2004


Schedule
A  Annual Performance
Targets  The Annual Performance Targets are based on the Companys achievement
of the following (i) EBITDA and (ii) EBITDA minus capital expenditures (Free
Cash Flow) targets for the following Fiscal Years:  Fiscal Year
  
  EBITDA
  Target
  
  Free Cash
  Flow Target2005:
  
  $
  [      ] million
  
  $
  [      ] million2006:
  
  $
  [      ] million
  
  $
  [      ] million2007:
  
  $
  [      ] million
  
  $
  [      ] million2008:
  
  $
  [      ] million
  
  $
  [      ] million2009:
  
  $
  [      ] million
  
  $
  [      ] million  Annual
Performance Targets will be equitably adjusted by the Board of Directors, in
consultation with management, for any acquisitions, divestitures or major
capital investment programs not contemplated in the management plan, and for
any change in accounting treatment of equity compensation.  Annual Performance Targets will be equitably
adjusted for other accounting changes and for other customary adjustment events
on a basis consistent with normal practice.  EBITDA shall
mean earnings before income, taxes, depreciation and amortization.  For purposes
of determining the vesting of Performance Options for years in which the Annual
Performance Targets were not met under the last sentence of Section 3.1(a)(ii),
any amounts actually earned by the Company in excess of the EBITDA Target and
Free Cash Flow Targets for FY 2004 shall be taken into account for purposes of
satisfying any cumulative Performance Targets (and not with respect to any
Annual Performance Target for any particular fiscal year).