Exhibit 10.8  [FORM OF]  MANAGEMENT
STOCKHOLDERS AGREEMENT  This Management Stockholders Agreement (this
Agreement) is entered into as of August 20, 2004 (the Effective
Date) between PanAmSat Corporation, a Delaware corporation (the Company),
and the undersigned person (the Management Stockholder) (the Company
and the Management Stockholder being hereinafter collectively referred to as
the Parties).  All capitalized
terms not immediately defined are hereinafter defined in Section 7(b) of
this Agreement.  WHEREAS, the Company has entered into that
certain Transaction Agreement, dated as of April 20, 2004 (the Transaction
Agreement), by and among Constellation, LLC, a Delaware limited liability
company (Constellation), the Company, The DIRECTV Group, Inc., a
Delaware corporation, and PAS Merger Sub, Inc., a Delaware corporation,
pursuant to which Constellation will acquire all of the outstanding shares of
common stock, par value $0.01 per share, of the Company (the Common Stock);  WHEREAS, on May 17, 2004, Constellation
entered into letter agreements with Carlyle PanAmSat I, L.L.C. and Carlyle
PanAmSat II, L.L.C. (together, Carlyle), on the one hand, and
with PEP PAS, LLC and PEOP PAS, LLC (together, Providence), on the
other hand, pursuant to which Constellation assigned to each of Carlyle and
Providence the right under the Transaction Agreement to purchase shares of
Common Stock at the same price per share to be paid by Constellation at the
Stock Purchase Closing (as defined in the Transaction Agreement), and following
the Stock Purchase Closing, Constellation shall beneficially own approximately
44.44% of the Common Stock, and Carlyle and Providence (together with
Constellation, the Investors) shall each beneficially own
approximately 27.41% of the Common Stock;  WHEREAS, in connection with the Stock
Purchase Closing, the Management Stockholder has entered into a Rollover
Agreement with the Company, such agreement dated as of the date hereof (the Rollover
Agreement), pursuant to which the Management Stockholder and the Company
agreed that certain options to acquire shares of Common Stock held by the
Management Stockholder and granted pursuant to the PanAmSat Corporation 1997
Long-Term Incentive Plan (the 1997 Plan), will be retained by the
Management Stockholder after the Stock Purchase Closing (the Rollover
Option) and certain unvested restricted stock units will be retained by
the Management Stockholder (Rollover Equity);  WHEREAS, the Management Stockholder shall, as
of the date hereof, receive an option to purchase shares of Common Stock (the New
Option, together with the Rollover Option, the Option) pursuant
to the terms set forth below and the terms of the 2004 Stock Option Plan for
Key Employees of PanAmSat Corporation and Its Subsidiaries (the Option Plan)
and the Stock Option Agreement, dated as of the date hereof, entered into by
and between the Company and the Management Stockholder (the Stock Option
Agreement);  WHEREAS, in connection with the Stock
Purchase Closing, the Management Stockholder has been selected by the Company
to purchase
[                      ]
shares of Common Stock (the New Stock, together with the Rollover
Equity, the Purchased Stock) at $21.84453771 per share, pursuant to
the terms set forth below;


WHEREAS, within five (5) days of the
Stock Purchase Closing, the Company shall effect a stock split resulting in a
Base Price (as defined below) of $5.00 per share; and  WHEREAS, this Agreement is one of several
other agreements (Other Management Stockholders Agreements) which
have been, or which in the future will be, entered into between the Company and
other individuals who are or will be key employees of the Company or one of its
subsidiaries (collectively, the Other Management Stockholders).  NOW THEREFORE, to implement the foregoing and
in consideration of the grant of Options and of the mutual agreements contained
herein, the Parties agree as follows:  1.             Issuance of New Option; Rollover
Option; Purchased Stock; Purchases of Additional Common Stock  (a)           Subject to the terms and conditions
hereinafter set forth and as set forth in the Option Plan, as of the Effective
Date the Company is issuing to the Management Stockholder a New Option to
acquire shares of Common Stock, at an initial exercise price equal to
$21.84453771 per share (the Base Price), and the Parties shall execute
and deliver to each other copies of the Stock Option Agreement concurrently
with the issuance of the New Option.  (b)Pursuant to the terms of the
Rollover Agreement, the Rollover Option held by the Management Stockholder set
forth on Schedule A hereto shall remain issued and outstanding pursuant to the
terms of the 1997 Plan, as modified as described in the Rollover
Agreement.  The Management Stockholder
hereby agrees to retain the Rollover Option at the Stock Purchase Closing
(which shall hereafter be subject to the terms and conditions of this
Agreement) and not to receive in connection with the Stock Purchase Closing the
amount that would otherwise be payable to the Management Stockholder in respect
of such Rollover Option by operation of the provisions of Section 1.04 of
the Transaction Agreement.  (c)           Pursuant to the terms of the Rollover
Agreement the Management Stockholder shall retain
[                   ]
shares of Rollover Equity of the Company at the Stock Purchase Closing.  (d)           As of the Effective Date the
Management Stockholder shall purchase 
[                   ]
shares of New Stock at a price of $21.84453771 per share from The DIRECTV
Group, Inc.  (e)           With the consent of the Company, the
Management Stockholder shall be entitled to invest from time to time in
deferred stock units at a price to be established by the Company at the time of
such investment.  (f)            The Effective Date shall be
the date hereof.  2.             Management Stockholders
Representations, Warranties and Agreements.  (a)           In addition to agreeing to the
restrictions on transfer of Stock (as defined in Section 3) set forth in
Sections 3 and 4, if the Management Stockholder is a Rule 405 Affiliate,
the Management Stockholder also agrees and acknowledges that he will not
transfer any shares of Stock unless:  2


(i) 
the transfer is pursuant to an effective registration statement under
the Securities Act of 1933, as amended, and the rules and regulations in effect
thereunder (the Act), and in compliance with applicable provisions of
state securities laws; or  (ii) 
(A) counsel for the Management Stockholder (which counsel shall be
reasonably acceptable to the Company) shall have furnished the Company with an
opinion, reasonably satisfactory in form and substance to the Company, that no
such registration is required because of the availability of an exemption from
registration under the Act and (B) if the Management Stockholder is a
citizen or resident of any country other than the United States, or the
Management Stockholder desires to effect any transfer in any such country,
counsel for the Management Stockholder (which counsel shall be reasonably
satisfactory to the Company) shall have furnished the Company with an opinion
or other advice reasonably satisfactory in form and substance to the Company to
the effect that such transfer will comply with the securities laws of such
jurisdiction.  Notwithstanding the foregoing, the Company
acknowledges and agrees that any of the following transfers are deemed to be in
compliance with the Act and this Agreement (including without limitation any
restrictions or prohibitions herein) and no opinion of counsel is required in
connection therewith: (x) a transfer made pursuant to Section 3, 4,
5, 6 or 9 hereof, (y) a transfer upon the death or Permanent Disability of
the Management Stockholder to the Management Stockholders Estate or a transfer
to the executors, administrators, testamentary trustees, legatees or
beneficiaries of a person who has become a holder of Stock in accordance with
the terms of this Agreement; provided that it is expressly understood
that any such transferee shall be bound by the provisions of this Agreement,
and (z) a transfer made after the Effective Date in compliance with the
federal securities laws to a Management Stockholders Trust, provided
that such transfer is made expressly subject to this Agreement and that the
transferee agrees in writing to be bound by the terms and conditions hereof.  (b)           The certificate (or certificates)
representing the Stock shall bear the following legend:  THE SHARES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE
PROVISIONS OF THE MANAGEMENT STOCKHOLDERS AGREEMENT DATED AS OF AUGUST 20,
2004 BETWEEN PANAMSAT CORPORATION (THE COMPANY) AND THE MANAGEMENT
STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY).  (c)           The Management Stockholder
acknowledges that he has been advised that (i) a restrictive legend in the
form heretofore set forth shall be placed on the certificates representing the
Stock and (ii) a notation shall be made in the appropriate records of the
Company indicating that the Stock is subject to restrictions on transfer and
appropriate stop transfer restrictions will be issued to the Companys transfer
agent with respect to the Stock.  If the
Management Stockholder is a Rule 405 Affiliate, the Management Stockholder
also acknowledges that (1) the Stock must be held indefinitely and the
Management Stockholder must continue to bear the economic risk of the
investment in the Stock unless it is  3


subsequently registered under the Act or an
exemption from such registration is available, (2) when and if shares of
the Stock may be disposed of without registration in reliance on Rule 144
of the rules and regulations promulgated under the Act, such disposition can be
made only in limited amounts in accordance with the terms and conditions of
such Rule and (3) if the Rule 144 exemption is not available, public
sale without registration will require compliance with some other exemption
under the Act.  (d)           If any shares of the Stock are to be
disposed of in accordance with Rule 144 under the Act or otherwise, the
Management Stockholder shall promptly notify the Company of such intended
disposition and shall deliver to the Company at or prior to the time of such
disposition such documentation as the Company may reasonably request in
connection with such sale and, in the case of a disposition pursuant to
Rule 144, shall deliver to the Company an executed copy of any notice on
Form 144 required to be filed with the SEC.  (e)           The Management Stockholder agrees
that, if any shares of the Stock are offered to the public pursuant to an
effective registration statement under the Act (other than registration of
securities issued on Form S-8, S-4 or any successor or similar form), the
Management Stockholder will not effect any public sale or distribution of any
shares of the Stock not covered by such registration statement from the time of
the receipt of a notice from the Company that the Company has filed or
imminently intends to file such registration statement to, or within
180 days (or such shorter period as may be consented to by the managing
underwriter or underwriters) in the case of the initial Public Offering and
ninety (90) days (or in an underwritten offering such shorter period as
may be consented to by the managing underwriter or underwriters, if any) in the
case of any other Public Offering after, the effective date of such
registration statement, unless otherwise agreed to in writing by the Company.  (f)The Management Stockholder
represents and warrants that (i) with respect to the Stock, he has
received and reviewed the available information relating to the Stock,
including having received and reviewed the documents related thereto, certain
of which documents set forth the rights, preferences and restrictions relating
to the Options and the Stock underlying the Options and (ii) he has been
given the opportunity to obtain any additional information or documents and to
ask questions and receive answers about such information, the Company and the
business and prospects of the Company which he deems necessary to evaluate the
merits and risks related to his investment in the Stock and to verify the
information contained in the information received as indicated in this
Section 2(f), and he has relied solely on such information.  (g)           The Management Stockholder further
represents and warrants that (i) his financial condition is such that he
can afford to bear the economic risk of holding the Stock for an indefinite
period of time and has adequate means for providing for his current needs and
personal contingencies, (ii) he can afford to suffer a complete loss of
his or her investment in the Stock, (iii) he understands and has taken
cognizance of all risk factors related to the purchase of the Stock and
(iv) his knowledge and experience in financial and business matters are
such that he is capable of evaluating the merits and risks of his purchase of
the Stock as contemplated by this Agreement.  3.             Transferability of Stock.  The Management Stockholder agrees that he
will not directly or indirectly, offer, transfer, sell, assign, pledge,
hypothecate or otherwise dispose of (any of the foregoing acts being referred
to herein as a transfer), at the time of exercise, any shares of the
Common Stock issuable or issued upon exercise of the Options  4


(Option Stock; together with any
other Purchased Stock and Common Stock otherwise acquired and/or held by the
Management Stockholder Entities, Stock) at any time during the period
commencing on the Effective Date and ending on the fifth anniversary of the
Effective Date; provided, however, that the Management
Stockholder may transfer shares of Stock during such time pursuant to one of
the following exceptions: (a) transfers permitted by Section 5 or 6;
(b) transfers permitted by clauses (y) and (z) of Section 2(a);
(c) a sale of shares of Common Stock pursuant to an effective registration
statement under the Act filed by the Company, including without limitation a
sale pursuant to Section 9 (excluding any registration on Form S-8,
S-4 or any successor or similar form); (d) transfers permitted pursuant to
the Sale Participation Agreement (as defined in Section 7); or
(e) transfers permitted by the Board. 
No transfer of any such shares in violation hereof shall be made or
recorded on the books of the Company and any such transfer shall be void ab
initio and of no effect.  4.             Right of First Refusal.  (a) 
If, at any time after the fifth anniversary of the Effective Date and
prior to the date of consummation of a Qualified Public Offering, the
Management Stockholder receives a bona fide offer to purchase any or all of his
Stock (the Third Party Offer) from a third party (which, for the
avoidance of doubt, shall not include any transfers pursuant to
clauses (y) and (z) of Section 2(a)) (the Offeror), which
the Management Stockholder wishes to accept, the Management Stockholder shall
cause the Third Party Offer to be reduced to writing and shall notify the
Company in writing of his wish to accept the Third Party Offer.  The Management Stockholders notice to the
Company shall contain an irrevocable offer to sell such Stock to the Company
(in the manner set forth below) at a purchase price equal to the price
contained in, and on the same terms and conditions of, the Third Party Offer,
and shall be accompanied by a copy of the Third Party Offer (which shall
identify the Offeror).  At any time
within fifteen (15) days after the date of the receipt by the Company of
the Management Stockholders notice, the Company shall have the right and
option to purchase, or to arrange for a third party to purchase, all (but not
less than all) of the shares of Stock covered by the Third Party Offer,
pursuant to Section 4(b).  (b)           The Company shall have the right and
option to purchase, or to arrange for a third party to purchase, all of the shares
of Stock covered by the Third Party Offer at the same price and on
substantially the same terms and conditions as the Third Party Offer (or, if
the Third Party Offer includes any consideration other than cash, then at the
sole option of the Company, at the equivalent all cash price, determined in
good faith by the Companys Board), by delivering a certified bank check or
checks in the appropriate amount (or by wire transfer of immediately available
funds, if the Management Stockholder Entities provide to the Company wire
transfer instructions) (and any such non-cash consideration to be paid) to the
Management Stockholder at the principal office of the Company against delivery
of certificates or other instruments representing the shares of Stock so purchased,
appropriately endorsed by the Management Stockholder; provided that if
the Management Stockholder does not agree with the Boards determination of
equivalent all cash price, the Management Stockholder shall have the right to
so notify the Company, the Company shall not have the right to purchase such
shares and the Management Stockholder shall not have any right to sell such
shares to a third party without initiating the process set forth in the first
sentence of Section 4(a).  If at
the end of the 15-day period, the Company has not tendered the purchase price
for such shares in the manner set forth above, the Management Stockholder may,
during the succeeding 60-day period, sell not less than all of the shares of
Stock covered by the Third Party Offer, to the Offeror on terms no less
favorable to the Management Stockholder than those contained in the Third Party
Offer.  Promptly after such sale, the
Management Stockholder shall notify the Company of the consummation thereof and
shall furnish such  5


evidence of the completion and time of
completion of such sale and of the terms thereof as may reasonably be requested
by the Company.  If, at the end of
sixty (60) days following the expiration of the 15-day period during which
the Company is entitled hereunder to purchase the Stock, the Management
Stockholder has not completed the sale of such shares of the Stock as
aforesaid, all of the restrictions on sale, transfer or assignment contained in
this Agreement shall, to the extent applicable, again be in effect with respect
to such shares of the Stock.  (c)           Notwithstanding anything in this
Agreement to the contrary, this Section 4 shall terminate and be of no
further force or effect upon the occurrence of a Change in Control.  5.The Management Stockholders
Right to Resell Stock and Options to the Company.  (a)           Except as otherwise provided herein,
if, prior to the later of the fifth anniversary of the Effective Date and a
Qualified Public Offering, the Management Stockholder is still in the employ of
the Company (and/or, if applicable, its subsidiaries) and the Management
Stockholders employment is terminated as a result of the death or Permanent
Disability of the Management Stockholder, then the applicable Management
Stockholder Entity, shall, for one year (the Put Period) following the
date of such termination for death or Permanent Disability, have the right to:  (i) 
With respect to the Stock, sell to the Company, and the Company shall be
required to purchase, on one occasion, all of the shares of Stock then held by
the applicable Management Stockholder Entities at a per share price equal to
the Fair Market Value Per Share (the Section 5 Repurchase Price); and  (ii) 
With respect to any outstanding Options, sell to the Company, and the
Company shall be required to purchase, on one occasion, all of the exercisable
Options then held by the applicable Management Stockholder Entities for an
amount equal to the product of (x) the excess, if any, of the Section 5
Repurchase Price over the Option Exercise Price and (y) the number of
Exercisable Option Shares, which Options shall be terminated in exchange for
such payment.  In the event the
foregoing Option Excess Price is zero or a negative number, all outstanding
exercisable stock options granted to the Management Stockholder under the
Option Plan shall be automatically terminated without any payment in respect
thereof.  In the event that the
Management Stockholder Entities do not exercise the foregoing rights, all
exercisable but unexercised Options shall terminate pursuant to the terms of
Section 3.2(b) of the Stock Option Agreement.  All unexercisable Options held by the applicable Management
Stockholder Entities shall terminate without payment immediately upon termination
of employment.  (b)           In the event the applicable
Management Stockholder Entities intend to exercise their rights pursuant to
Section 5(a), such Management Stockholder Entities shall send written
notice to the Company, at any time during the Put Period, of their intention to
sell shares of Stock in exchange for the payment referred to in
Section 5(a)(i) and/or to sell such Options in exchange for the payment
referred to in Section 5(a)(ii) and shall indicate the number of shares of
Stock to be sold and the number of Options to be sold with payment in respect
thereof (the Redemption Notice). 
The completion of the purchases shall take place at the principal office
of the Company on the tenth business day after the giving of the Redemption
Notice.  The applicable Repurchase Price
(including any payment with respect to  6


the Options as described above) shall be paid
by delivery to the applicable Management Stockholder Entities of a certified
bank check or checks in the appropriate amount payable to the order of each of
the applicable Management Stockholder Entities (or by wire transfer of
immediately available funds, if the Management Stockholder Entities provide to
the Company wire transfer instructions), against delivery of certificates or
other instruments representing the Stock so purchased and appropriate documents
cancelling the Options so terminated appropriately endorsed or executed by the
applicable Management Stockholder Entities or any duly authorized
representative.  (c)           Notwithstanding anything in
Section 5(a) to the contrary and subject to Section 10(a), if there
exists and is continuing a default or an event of default on the part of the
Company or any subsidiary of the Company under any loan, guarantee or other
agreement under which the Company or any subsidiary of the Company has borrowed
money or if the repurchase referred to in Section 5(a) would result in a
default or an event of default on the part of the Company or any subsidiary of the
Company under any such agreement or if a repurchase would not be permitted
under Section 170 of the Delaware General Corporation Law (the DGCL)
or would otherwise violate the DGCL (or if the Company reincorporates in
another state, the business corporation law of such state) (each such
occurrence being an Event), the Company shall not be obligated to
repurchase any of the Stock or the Options from the applicable Management
Stockholder Entities until the first business day which is ten (10)
calendar days after all of the foregoing Events have ceased to exist (the Repurchase
Eligibility Date); provided, however, that (i) the
number of shares of Stock subject to repurchase under this Section 5(c)
shall be that number of shares of Stock, and (ii) in the case of a
repurchase pursuant to Section 5(a)(ii), the number of Exercisable Option
Shares for purposes of calculating the Option Excess Price payable under this
Section 5(c) shall be the number of Exercisable Option Shares, in each
case as specified in the Redemption Notice and held by the applicable
Management Stockholder Entities at the time of delivery of the Redemption
Notice in accordance with Section 5(b) hereof.  All Options exercisable as of the date of a Redemption Notice, in
the case of a repurchase pursuant to Section 5(a), shall continue to be
exercisable until the actual repurchase of such Options pursuant to such
Redemption Notice, provided that to the extent any Options are exercised
after the date of such Redemption Notice, the number of Exercisable Option
Shares for purposes of calculating the Option Excess Price shall be reduced
accordingly.  Notwithstanding the
foregoing and subject to Section 6(d), if an Event exists and is
continuing for ninety (90) days, the Management Stockholder Entities shall
be permitted by written notice to rescind any Redemption Notice.  (d)Effect of Change in Control.  Notwithstanding anything in this Agreement to the contrary,
except for any payment obligation of the Company which has arisen prior to such
termination pursuant to this Section 5(d), this Section 5 shall
terminate and be of no further force or effect upon the occurrence of a Change
in Control.  6.The Companys Option to Purchase
Stock and Options of Management Stockholder Upon Certain Terminations of
Employment.  (a)           Termination
for Cause by the Company, Termination by the Management Stockholder without
Good Reason and other Call Events. 
Except as otherwise provided herein, if, prior to the fifth anniversary
of the Effective Date, (i) the Management Stockholders active employment
with the Company (and/or, if applicable, its subsidiaries) is terminated by the
Company (and/or, if applicable, its subsidiaries) for Cause, (ii) the
Management Stockholders active employment with the Company (and/or, if
applicable, its subsidiaries) is terminated by the Management Stockholder
without Good Reason, (iii) the  7


beneficiaries of a Management Stockholders
Trust shall include any person or entity other than the Management Stockholder,
his spouse (or ex-spouse) or his lineal descendants (including adopted
children) or (iv) the Management Stockholder shall otherwise effect a
transfer of any of the Stock other than as permitted in this Agreement (other
than as may be required by applicable law or an order of a court having
competent jurisdiction) after notice from the Company of such impermissible
transfer and a reasonable opportunity to cure such transfer (each, a Section 6(a)
Call Event):  (A)          With
respect to the Stock, the Company may purchase all or any portion of the shares
of the Stock then held by the applicable Management Stockholder Entities at a
per share purchase price equal to the lesser of (x) the Fair Market Value
Per Share and (y) the Book Value Per Share (any such applicable repurchase
price, the Section 6(a) Repurchase Price); and  (B)           With
respect to the Options (other than the Rollover Options) if the event described
in clause 6(a)(i), (iii) or (iv) has occurred, all such Options (whether
or not then exercisable) held by the applicable Management Stockholder Entities
will terminate immediately without payment in respect thereof; and  (C)           With respect to the Options if the
event described in clause 6(a)(ii) has occurred, the Company may purchase
all or any portion of the exercisable Options held by the applicable Management
Stockholder Entities for an amount equal to the product of (x) the excess,
if any, of the Section 6(a) Repurchase Price over the Option Exercise
Price and (y) the number of Exercisable Option Shares, which Options shall
be terminated in exchange for such payment. 
In the event the foregoing Option Excess Price is zero or a negative
number, all outstanding exercisable stock options granted to the Management
Stockholder under the Option Plan shall be automatically terminated without any
payment in respect thereof.  In the
event that the Company does not exercise the foregoing rights, all exercisable
but unexercised Options shall terminate pursuant to the terms of
Section 3.2(f) of the Stock Option Agreement.  All unexercisable Options held by the applicable Management
Stockholder Entities shall also terminate without payment immediately upon
termination of employment.  (b)           Termination
without Cause by the Company, and Termination by the Management Stockholder
with Good Reason.  Except as
otherwise provided herein, if, prior to the fifth anniversary of the Effective
Date, (i) the Management Stockholders active employment with the Company
(and/or, if applicable, its subsidiaries) is terminated by the Company (and/or,
if applicable, its subsidiaries) without Cause, or (ii) the Management
Stockholders active employment with the Company (and/or, if applicable, its
subsidiaries) is terminated by the Management Stockholder with Good Reason,
(each, a Section 6(b) Call Event):  (A)          With
respect to the Stock, the Company may purchase all or any portion of the shares
of the Stock then held by the applicable Management Stockholder Entities at a
per share purchase price equal to: (i) in the case of Option Stock, the
Book Value Per Share (or after a Public Offering, Market Value Per Share), or
(ii) in the case of any other Common Stock otherwise acquired and/or held
by the Management Stockholder Entities, the Fair Market Value Per Share; and  (B)           With
respect to the Options, the Company may purchase all or any portion of the
exercisable Options held by the applicable Management Stockholder Entities for
an amount equal to the product of (x) the excess, if any, of the price
equal to the  8


Book Value Per Share (or after a Public Offering, Market Value Per
Share) over the Option Exercise Price and (y) the number of Exercisable
Option Shares, which Options shall be terminated in exchange for such payment.  In the event the foregoing Option Excess
Price is zero or a negative number, all outstanding exercisable stock options
granted to the Management Stockholder under the Option Plan shall be
automatically terminated without any payment in respect thereof.  In the event that the Company does not
exercise the foregoing rights, all exercisable but unexercised Options shall
terminate pursuant to the terms of Section 3.2(d) or (e), as the case may
be, of the Stock Option Agreement; provided, however, that, notwithstanding
anything contained in the 1997 Plan or the applicable Rollover Option stock
option agreement to the contrary, in the event of termination of the Management
Stockholders employment by the Company without Cause or by the Management
Stockholder with Good Reason, all exercisable but unexercised Rollover Options
shall terminate 10 years after the grant date.  All unexercisable Options held by the applicable Management
Stockholder Entities shall also terminate without payment immediately upon
termination of employment.  (c)           Termination
for Death or Disability. 
Except as otherwise provided herein, if, prior to the fifth anniversary
of the Effective Date, the Management Stockholders employment with the Company
(and/or, if applicable, its subsidiaries) is terminated as a result of the
death or Permanent Disability of the Management Stockholder (each a Section 6(c)
Call Event), then the Company may:  (A)          With
respect to the Stock, purchase all or any portion of the shares of Stock then
held by the applicable Management Stockholder Entities at a per share price
equal to the Fair Market Value Per Share; and  (B)           With
respect to the Options, purchase all or any portion of the exercisable Options
for an amount equal to the product of (x) the excess, if any, of the Fair
Market Value Per Share over the Option Exercise Price and (y) the number
of Exercisable Option Shares, which Options shall be terminated in exchange for
such payment.  In the event the
foregoing Option Excess Price is zero or a negative number, all outstanding
exercisable stock options granted to the Management Stockholder under the
Option Plan shall be automatically terminated without any payment in respect
thereof.  In the event that the Company
does not exercise the foregoing rights all exercisable but unexercised Options
(other than the Rollover Options) shall terminate pursuant to the terms of
Section 3.2(b) of the Stock Option Agreement.  All unexercisable Options held by the applicable Management
Stockholder Entities shall also terminate without payment immediately upon
termination of employment.  (d)           Call
Notice.  The Company shall
have a period of (i) sixty (60) days from the date of any Call Event
(or, if later, with respect to a Section 6(a) Call Event, the date after
discovery of, and the applicable cure period for, an impermissible transfer
constituting a Section 6(a) Call Event) and (ii) thirty (30)
days from the date the Management Stockholder rescinds a Redemption Notice
pursuant to the last sentence of Section 5(c), in which to give notice in
writing to the Management Stockholder of its election to exercise its rights
and obligations pursuant to this Section 6 (Repurchase Notice).  The completion of the purchases pursuant to
the foregoing shall take place at the principal office of the Company on the
tenth business day after the giving of the Call Notice.  The applicable Repurchase Price (including
any payment with respect to the Options as described in this Section 6)
shall be paid by delivery to the applicable Management Stockholder Entities of
a certified bank check or checks in the appropriate amount payable to the order
of each of the applicable Management Stockholder Entities (or by wire transfer
of immediately available funds, if the  9


Management Stockholder Entities provide to
the Company wire transfer instructions) against delivery of certificates or
other instruments representing the Stock so purchased and appropriate documents
cancelling the Options so terminated, appropriately endorsed or executed by the
applicable Management Stockholder Entities or any duly authorized
representative.  (e)           Delay
of Call.  Notwithstanding any
other provision of this Section 6 to the contrary and subject to
Section 10(a), if there exists and is continuing any Event, the Company
shall delay the repurchase of any of the Stock or the Options (pursuant to a
Call Notice timely given in accordance with Section 6(d) hereof) from the
applicable Management Stockholder Entities until the Repurchase Eligibility
Date; provided, however, that (i) the number of shares of
Stock subject to repurchase under this Section 6 shall be that number of
shares of Stock, and (ii) in the case of a repurchase pursuant to
Section 6(a), 6(b) or 6(c), the number of Exercisable Option Shares for
purposes of calculating the Option Excess Price payable under this
Section 6 shall be the number of Exercisable Option Shares, in each case
held by the applicable Management Stockholder Entities at the time of delivery
of (and as set forth in) a Call Notice in accordance with Section 6(d)
hereof.  All Options exercisable as of
the date of a Repurchase Notice, in the case of a repurchase pursuant to
Section 6(a), 6(b) or 6(c), shall continue to be exercisable until the
actual repurchase of such Options pursuant to such Call Notice, provided
that to the extent that any Options are exercised after the date of such Call
Notice, the number of Exercisable Option Shares for purposes of calculating the
Option Excess Price shall be reduced accordingly.  Notwithstanding the foregoing, if an Event exists and is
continuing for ninety (90) days, the Management Stockholder Entities shall
be permitted by written notice to cause the Company to rescind any Repurchase
Notice but the Company shall have another thirty (30) days from the date
the Event ceases to exist to give another Repurchase Notice on the terms
applicable to the first Repurchase Notice.  (f)Effect of Change in Control.  Notwithstanding anything in this Agreement to the contrary,
except for any payment obligation of the Company, this Section 6 shall
terminate and be of no further force or effect upon the occurrence of a Change
in Control.  7.             Adjustment of Repurchase Price;
Definitions.  (a)           Adjustment
of Repurchase Price.  In
determining the applicable repurchase price of the Stock and Options, as
provided for in Sections 5 and 6, above, appropriate adjustments shall be
made for any stock dividends, splits, combinations, recapitalizations or any
other adjustment in the number of outstanding shares of Stock in order to
maintain, as nearly as practicable, the intended operation of the provisions of
Sections 5 and 6.  (b)           Definitions.  All capitalized terms used in this Agreement
and not defined herein shall have such meaning as such terms are defined in the
Option Plan.  Terms used herein and as
listed below shall be defined as follows:  Act shall have the meaning set forth
in Section 2(a)(i) hereof.  Agreement shall have the meaning set
forth in the introductory paragraph.  BasePrice shall have the meaning set forth in Section 1(a) hereof.  Board
shall mean the board of directors of the Company.  10


Book
Value Per Share shall mean(a) the Base Price plus
(b) the quotient of (A)(i) the aggregate net income of the Company
from and after the Effective Date (as decreased by any net losses from and
after the Effective Date) excluding any one time costs and expenses charged to
income associated with the Stock Purchase Closing and any related transactions plus
(ii) the aggregate dollar amount contributed to (or credited to common
stockholders equity of) the Company after the Effective Date as equity of the
Company (including consideration that would be received upon the exercise of
all outstanding stock options and other rights to acquire Common Stock and the
conversion of all securities convertible into Common Stock and other stock
equivalents) plus (iii) to the extent reflected as deductions to
Book Value Per Share in clause (i) above, unusual or other items
recognized by the Company (including, without limitation, extraordinary
charges, and one time or accelerated write-offs of good will, net of the
related impact on the provision for income taxes), in each case, if and to the
extent determined in good faith by the Board, plus (iv) the
amortization of purchase accounting adjustments occurring as a result of the
Stock Purchase Closing, minus (v) to the extent reflected as
additions to Book Value Per Share in clause (i) above, unusual or other items
recognized by the Company, in each case, if and to the extent determined in
good faith by the Board, minus (vi) the aggregate dollar amount of
any dividends paid by the Company after the Effective Date, divided  by
(B) the sum of the number of shares of Common Stock then outstanding and
the number of shares of Common Stock issuable upon the exercise of all
outstanding stock options and other rights to acquire Common Stock.  The items referred to in the calculations
set forth in clauses (b)(A)(i) through (vi) of the immediately preceding
sentence shall be determined in good faith, and to the extent possible, in
accordance with generally accepted accounting principles applied on a basis
consistent with any prior periods as reflected in the consolidated financial
statements of the Company.  Call
Events shall mean, collectively, Section 6(a) Call Events,
Section 6(b) Call Events, and Section 6(c) Call Events.  Call
Notice shall have the meaning set forth in Section 6(d) hereof.  Carlyle
shall have the meaning set forth in the second whereas paragraph.  Cause shall mean Cause as such
term may be defined in any employment agreement or change-in-control agreement
in effect at the time of termination between the Management Stockholder and the
Company or any of its subsidiaries or Rule 405 Affiliates; or, if there is
no such employment or change in-control agreement, Cause shall mean
(i) the Management Stockholders willful and continued failure to perform
his or her material duties with respect to the Company or it subsidiaries which
continues beyond ten (10) days after a written demand for substantial
performance is delivered to the Management Stockholder by the Company (the Cure
Period), (ii) the willful or intentional engaging by the Management
Stockholder in conduct that causes material and demonstrable injury, monetarily
or otherwise, to the Company, the Investors and its Rule 405 Affiliates,
(iii) 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 (iv) a material breach of by the Management
Stockholder of this Agreement or other agreements, including, without
limitation, engaging in any action in breach of restrictive covenants, herein
or therein, that continues beyond the Cure Period (to the extent that, in the
Boards reasonable judgment, such breach can be cured).  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  11


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.  Common Stock shall have the meaning
set forth in the first whereas paragraph.  Company shall have the meaning set
forth in the introductory paragraph.  Confidential Information shall mean
all non-public information concerning trade secret, know-how, software,
developments, inventions, processes, technology, designs, the financial data,
strategic business plans or any proprietary or confidential information,
documents or materials in any form or media, including any of the foregoing
relating to research, operations, finances, current and proposed products and
services, vendors, customers, advertising and marketing, and other non-public,
proprietary, and confidential information of the Restricted Group.  Constellation shall have the meaning
set forth in the first whereas paragraph.  Custody Agreement and Power of Attorney
shall have the meaning set forth in Section 9(e) hereof.  DGCL shall have the meaning set
forth in Section 5(c) hereof.  Event shall have the meaning set
forth in Section 5(c) hereof.  Exchange Act shall mean the
Securities Exchange Act of 1934, as amended (or any successor section thereto).  Exercisable Option Shares shall mean
the shares of Common Stock that, at the Repurchase Calculation Date, could be
purchased by the Management Stockholder upon exercise of his or her outstanding
and exercisable Options.  Fair Market Value Per Share shall
mean the Market Value Per Share, or, if there has been no Qualified Public
Offering, the fair market value of the Common Stock as determined (i) in
the good faith discretion of the Board after consultation with an independent
investment banking firm and (ii) without any premiums for control or
discounts for minority interests or restrictions on transfer.  Good Reason shall mean Good Reason
as such term may be defined in any employment agreement or change-in-control
agreement in effect at the time of termination between the Management
Stockholder and the Company or any of its subsidiaries or Rule 405
Affiliates; or, if there is no such employment or change-in-control 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  12


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 his workplace as
of the Effective Date.  Group shall mean group, as such
term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.  Investors shall have the meaning set
forth in the second whereas paragraph.  Management Stockholder shall have
the meaning set forth in the introductory paragraph.  Management Stockholder Entities
shall mean the Management Stockholders Trust, the Management Stockholder and
the Management Stockholders Estate, collectively.  Management Stockholders Estate
shall mean the conservators, guardians, executors, administrators, testamentary
trustees, legatees or beneficiaries of the Management Stockholder.  Management Stockholders Trust shall
mean a partnership, limited liability company, corporation, trust or
custodianship, the beneficiaries of which may include only the Management
Stockholder, his spouse (or ex-spouse) or his lineal descendants (including
adopted) or, if at any time after any such transfer there shall be no then
living spouse or lineal descendants, then to the ultimate beneficiaries of any
such trust or to the estate of a deceased beneficiary.  Market Value Per Share shall mean,
on the Repurchase Calculation Date, the price per share equal to (i) the
average of the last sale price of the Common Stock for the five (5)
trading days ending on the Repurchase Calculation Date on each stock exchange
on which the Common Stock may at the time be listed or, (ii) if there
shall have been no sales on any such exchanges on the Repurchase Calculation
Date on any given day, the average of the closing bid and asked prices of the
Common Stock on each such exchange for the five (5) trading days ending on
the Repurchase Calculation Date or, (iii) if there is no such bid and
asked price on the Repurchase Calculation Date, the average of the closing bid
and asked prices of the Common Stock on the next preceding date when such bid
and asked price occurred or, (iv) if the Common Stock shall not be so
listed, the average of the closing sales prices of the Common Stock as reported
by NASDAQ for the five (5) trading days ending on the Repurchase
Calculation Date in the over-the-counter market.  Maximum Repurchase Amount shall have
the meaning set forth in Section 10(a) hereof.  New Option shall have the meaning
set forth in the fourth whereas paragraph.  1997 Plan shall have the meaning set
forth in the fourth whereas paragraph.  Notice shall have the meaning set
forth in Section 9(b) hereof.  Offeror shall have the meaning set
forth in Section 4(a) hereof.  Option shall have the meaning set
forth in the fourth whereas paragraph.  13


Option Excess Price shall mean the
aggregate amount paid or payable by the Company in respect of Exercisable
Option Shares pursuant to Section 5 or 6, as applicable.  Option Exercise Price shall mean the
then-current exercise price of the shares of Common Stock covered by the
applicable Option.  Option Plan shall have the meaning
set forth in the fourth whereas paragraph.  Option Stock shall have the meaning
set forth in Section 3(a) hereof.  Other Management Stockholders shall
have the meaning set forth in the seventh whereas paragraph.  Other Management Stockholders Agreements
shall have the meaning set forth in the seventh whereas paragraph.  Parties shall have the meaning set
forth in the introductory paragraph.  Permanent Disability shall mean
Disability or Permanent Disability (as applicable) as such term may be
defined in any employment agreement or change-in-control agreement in effect at
the time of termination between the Management Stockholder and the Company or
any of its subsidiaries or Rule 405 Affiliates; or, if there is no such
employment or change-in-control agreement, Permanent Disability shall mean
the Management Stockholder becomes 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 Management Stockholders
duties with the Company or any subsidiary or Rule 405 Affiliate
thereof.  Any question as to the
existence of the Permanent Disability of the Management Stockholder as to which
the Management Stockholder and the Company cannot agree shall be determined in
writing by a qualified independent physician mutually acceptable to the
Management Stockholder and the Company. 
If the Management Stockholder 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 Management Stockholder shall
be final and conclusive for all purposes of this Agreement.  Person shall mean person, as such
term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.  Piggyback Registration Rights shall
have the meaning set forth in Section 9(a).  Proposed Registration shall have the
meaning set forth in Section 9(b) hereof.  Providence shall have the meaning
set forth in the second whereas paragraph.  Public Offering shall mean the sale
of shares of Common Stock to the public subsequent to the date hereof pursuant
to a registration statement under the Act which has been declared effective by
the SEC (other than a registration statement on Form S-4, S-8 or any other
similar form).  Purchased Stock shall have the
meaning set forth in the fifth whereas paragraph.  Qualified Public Offering shall mean
a Public Offering, which results in an active trading market of 25% or more of
the Common Stock.  14


Registration Rights Agreement shall
mean the Registration Rights Agreement, of even date herewith, among PanAmSat
Corporation, Constellation, LLC, Carlyle PanAmSat I, L.L.C., Carlyle PanAmSat
II, L.L.C., PEP PAS, LLC and PEOP PAS, LLC.  Repurchase Calculation Date shall
mean the last day of the month preceding the later of (i) the month in
which the event giving rise to the right to repurchase occurs and (ii) the
month in which the Repurchase Eligibility Date occurs.  Repurchase Eligibility Date shall have
the meaning set forth in Section 5(c) hereof.  Repurchase Price shall mean the
amount to be paid in respect of the Stock and Options to be purchased by the
Company pursuant to Section 5(a), Section 6(a), 6(b), or 6(c), as
applicable.  Request shall have the meaning set
forth in Section 9(b) hereof.  Restricted Group shall mean,
collectively, the Company, its subsidiaries, the Investors and their respective
Rule 405 Affiliates.  Rollover Agreement shall have the
meaning set forth in the third whereas paragraph.  Rollover Option shall have the
meaning set forth in the third whereas paragraph.  Rule 405 Affiliate shall mean
an affiliate of the Company as defined under Rule 405 of the rules and
regulations promulgated under the Act and as interpreted in good faith by the
Board.  Sale Participation Agreement shall
mean that certain sale participation agreement entered into by and between the
Management Stockholder and the Investors dated as of the date hereof.  SEC shall mean the Securities and
Exchange Commission.  Stock shall have the meaning set
forth in Section 3(a) hereof.  Stock Option Agreement shall have
the meaning set forth in the fourth whereas paragraph.  Stock Purchase Closing shall have
the meaning set forth in the Transaction Agreement.  Third Party Offer shall have the
meaning set forth in Section 4(a) hereof.  Transaction Agreement shall have the
meaning set forth in the first whereas paragraph.  Transfer shall have the meaning set
forth in Section 3.  8.             The Companys Representations
and Warranties.  (a)           The Company represents and warrants
to the Management Stockholder that (i) this Agreement has been duly
authorized, executed and delivered by the Company and is enforceable against
the Company in accordance with its terms and (ii) the Stock, when  15


issued and delivered in accordance with the
terms hereof and the other agreements contemplated hereby, will be duly and
validly issued, fully paid and nonassessable.  (b)           If the Company becomes subject to the
reporting requirements of Section 12 of the Exchange Act, the Company will
file the reports required to be filed by it under the Act and the Exchange Act
and the rules and regulations adopted by the SEC thereunder, to the extent
required from time to time to enable the Management Stockholder to sell shares
of Stock without registration under the Exchange Act within the limitations of
the exemptions provided by (A) Rule 144 under the Act, as such Rule may
be amended from time to time, or (B) any similar rule or regulation
hereafter adopted by the SEC. 
Notwithstanding anything contained in this Section 8(b), the
Company may de-register under Section 12 of the Exchange Act if it is then
permitted to do so pursuant to the Exchange Act and the rules and regulations
thereunder and, in such circumstances, shall not be required hereby to file any
reports which may be necessary in order for Rule 144 or any similar rule
or regulation under the Act to be available. 
Nothing in this Section 8(b) shall be deemed to limit in any manner
the restrictions on sales of Stock contained in this Agreement.  9.             Piggyback Registration Rights.  Effective upon the date of this Agreement
and until the later of (i) the first occurrence of a Qualified Public
Offering and (ii) the fifth anniversary of the Effective Date:  (a)           The Management Stockholder hereby
agrees to be bound by all of the terms, conditions and obligations of the
piggyback registration rights contained in Section 2 of the Registration
Rights Agreement (the Registration Rights Agreement) entered into by
and among the Company and investors party thereto (the Piggyback
Registration Rights), as in effect on the date hereof (subject to any
amendments thereto to which the Management Stockholder has agreed in writing to
be bound), and, if any of the Investors is selling stock, whether or not before
the IPO Date (as defined in the Registration Rights Agreement), shall have all
of the rights and privileges of the Piggyback Registration Rights (including,
without limitation, the right to participate in a public offering and any
rights to indemnification and/or contribution from the Company and/or the
Investors), in each case as if the Management Stockholder were an original
party (other than the Company) to the Registration Rights Agreement, subject to
applicable and customary underwriter restrictions; provided, however,
that at no time shall the Management Stockholder have any rights to request
registration under Section 3 of the Registration Rights Agreement; and provided
further, that the Management Stockholder shall not be bound by any
amendments to the Registration Rights Agreement unless the Management
Stockholder consents in writing thereto provided that such consent will
not be unreasonably withheld.  All Stock
purchased or held by the applicable Management Stockholder Entities pursuant to
this Agreement shall be deemed to be Registrable Securities as defined in the
Registration Rights Agreement.  (b)           In the event of a sale of Common
Stock by any of the Investors in accordance with the terms of the Registration
Rights Agreement, the Company will promptly notify the Management Stockholder
in writing (a Notice) of any proposed registration (a Proposed
Registration).  If within
fifteen (15) days of the receipt by the Management Stockholder of such
Notice, the Company receives from the applicable Management Stockholder
Entities a written request (a Request) to register shares of Stock
held by the applicable Management Stockholder Entities (which Request will be
irrevocable unless otherwise mutually agreed to in writing by the Management
Stockholder and the Company), shares of Stock will be so registered as provided
in this Section 9; provided, however, that for each such
registration statement only one Request, which shall be executed by the
applicable  16


Management Stockholder Entities, may be
submitted for all Registrable Securities held by the applicable Management
Stockholder Entities.  (c)           The maximum number of shares of Stock
which will be registered pursuant to a Request will be the lowest of
(i) the number of shares of Stock then held by the Management Stockholder
Entities, including all shares of Stock which the Management Stockholder
Entities are then entitled to acquire under an unexercised Option to the extent
then exercisable, multiplied by a fraction, the numerator of which is the
number of shares of Stock being sold by the selling Investors and any
affiliated or unaffiliated investment partnerships and investment limited
liability companies investing with the selling Investors and the denominator of
which is the aggregate number of shares of Stock owned by the selling Investors
and any investment partnerships and investment limited liability companies
investing with the selling Investors or (ii) the maximum number of shares
of Stock which the Company can register in the Proposed Registration without
adverse effect on the offering in the view of the managing underwriters
(reduced pro rata as more fully described in subsection (d) of this
Section 9).  (d)           If a Proposed Registration involves
an underwritten offering and the managing underwriter advises the Company in
writing that, in its opinion, the number of shares of Stock requested to be
included in the Proposed Registration exceeds the number which can be sold in
such offering, so as to be likely to have an adverse effect on the price,
timing or distribution of the shares of Stock offered in such Public Offering
as contemplated by the Company, then the Company will include in the Proposed
Registration (i) first, 100% of the shares of Stock the Company proposes
to sell and (ii) second, to the extent of the number of shares of Stock
requested to be included in such registration which, in the opinion of such
managing underwriter, can be sold without having the adverse effect referred to
above, the number of shares of Stock which the selling Investors and any
affiliated or unaffiliated investment partnerships and investment limited
liability companies investing with the selling Investors, the Management
Stockholder and all Other Management Stockholders (together, the Holders)
have requested to be included in the Proposed Registration, such amount to be
allocated pro rata among all requesting Holders on the basis of the relative
number of shares of Stock then held by each such Holder (including upon
exercise of all exercisable Options) (provided that any shares thereby
allocated to any such Holder that exceed such Holders request will be
reallocated among the remaining requesting Holders in like manner).  (e)           Upon delivering a Request the
Management Stockholder will, if requested by the Company, execute and deliver a
custody agreement and power of attorney having customary terms and in form and
substance reasonably satisfactory to the Company with respect to the shares of
Stock to be registered pursuant to this Section 9 (a Custody Agreement
and Power of Attorney).  The
Custody Agreement and Power of Attorney will provide, among other things, that
the Management Stockholder will deliver to and deposit in custody with the
custodian and attorney-in-fact named therein a certificate or certificates (to
the extent applicable) representing such shares of Stock (duly endorsed in blank
by the registered owner or owners thereof or accompanied by duly executed stock
powers in blank) and irrevocably appoint said custodian and attorney-in-fact as
the Management Stockholders agent and attorney-in-fact with full power and
authority to act under the Custody Agreement and Power of Attorney on the
Management Stockholders behalf with respect to the matters specified therein.  17


(f)            The Management Stockholder agrees
that he will execute such other agreements as the Company may reasonably
request to further evidence the provisions of this Section 9.  10.           Pro Rata Repurchases; Dividends.  (a) 
Notwithstanding anything to the contrary contained in Section 5 or
6, if at any time consummation of any purchase or payment to be made by the
Company pursuant to this Agreement and the Other Management Stockholders
Agreements would result in an Event, then the Company shall make purchases
from, and payments to, the Management Stockholder and Other Management
Stockholders pro rata (on the basis of the proportion of the number of shares
of Stock each such Management Stockholder and all Other Management Stockholders
have elected or are required to sell to the Company) for the maximum number of
shares of Stock permitted without resulting in an Event (the Maximum
Repurchase Amount).  The provisions
of Section 5(c) and 6(e) shall apply in their entirety to payments and
repurchases with respect to shares of Stock which may not be made due to the
limits imposed by the Maximum Repurchase Amount under this
Section 10(a).  Until all of such
Stock is purchased and paid for by the Company, the Management Stockholder and
the Other Management Stockholders whose Stock is not purchased in accordance
with this Section 10(a) shall have priority, on a pro rata basis, over
other purchases of Stock by the Company pursuant to this Agreement and Other
Management Stockholders Agreements.  (b)           In the event any dividends are paid
with respect to the Stock, the Management Stockholder will be treated in the
same manner as all other holders of Common Stock with respect to shares of
Stock then owned by the Management Stockholder, and, with respect to any
Options held by the Management Stockholder, in accordance, as applicable, with
Section 2.4 of the Stock Option Agreement.  11.           Rights to Negotiate Repurchase
Price.  Nothing in this Agreement
shall be deemed to restrict or prohibit the Company from purchasing, redeeming
or otherwise acquiring for value shares of Stock or Options from the Management
Stockholder, at any time, upon such terms and conditions, and for such price,
as may be mutually agreed upon in writing between the Parties, whether or not
at the time of such purchase, redemption or acquisition circumstances exist
which specifically grant the Company the right to purchase, or the Management
Stockholder the right to sell, shares of Stock or any Options under the terms
of this Agreement; provided that no such purchase, redemption or
acquisition shall be consummated, and no agreement with respect to any such
purchase, redemption or acquisition shall be entered into, without the prior
approval of the Board.  12.           Covenant Regarding 83(b) Election.  Except as the Company may otherwise agree in
writing, the Management Stockholder hereby covenants and agrees that he will
make an election provided pursuant to Treasury Regulation 1.83-2 with
respect to the Stock, including without limitation, the Stock to be acquired
upon each exercise of the Management Stockholders Options and any grant of restricted
Stock; and Management Stockholder further covenants and agrees that he will
furnish the Company with copies of the forms of election the Management
Stockholder files within thirty (30) days after the date hereof, and
within thirty (30) days after each exercise of Management Stockholders
Options and with evidence that each such election has been filed in a timely
manner.  13.           Notice of Change of Beneficiary.  Immediately prior to any transfer of Stock
to a Management Stockholders Trust, the Management Stockholder shall provide
the Company with a copy of the instruments creating the Management
Stockholders Trust and with the identity of the beneficiaries of the
Management Stockholders Trust.  The  18


Management Stockholder shall notify the
Company as soon as practicable prior to any change in the identity of any
beneficiary of the Management Stockholders Trust.  14.           Recapitalizations, etc.  The provisions of this Agreement shall
apply, to the full extent set forth herein with respect to the Stock or the
Options, to any and all shares of capital stock of the Company or any capital
stock, partnership units or any other security evidencing ownership interests
in any successor or assign of the Company (whether by merger, consolidation,
sale of assets or otherwise) which may be issued in respect of, in exchange
for, or substitution of the Stock or the Options by reason of any stock
dividend, split, reverse split, combination, recapitalization, liquidation,
reclassification, merger, consolidation or otherwise.  15.           Management Stockholders
Employment by the Company.  Nothing
contained in this Agreement or in any other agreement entered into by the
Company and the Management Stockholder contemporaneously with the execution of
this Agreement (subject to, and except as set forth in, the applicable
provisions of any offer letter or letter of employment provided to the
Management Stockholder by the Company or any employment agreement entered by
and between the Management Stockholder and the Company) (i) obligates the
Company or any subsidiary of the Company to employ the Management Stockholder
in any capacity whatsoever or (ii) prohibits or restricts the Company (or
any such subsidiary) from terminating the employment of the Management
Stockholder at any time or for any reason whatsoever, with or without Cause,
and the Management Stockholder hereby acknowledges and agrees that neither the
Company nor any other person has made any representations or promises whatsoever
to the Management Stockholder concerning the Management Stockholders
employment or continued employment by the Company or any subsidiary of the
Company.  16.           Binding Effect.  The provisions of this Agreement shall be
binding upon and accrue to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns.  In the case of a transferee permitted under
Section 2(a) or Section 3 (other than clauses (c) or (d)
thereof) hereof, such transferee shall be deemed the Management Stockholder
hereunder; provided, however, that no transferee (including
without limitation, transferees referred to in Section 2(a) or
Section 3 hereof) shall derive any rights under this Agreement unless and
until such transferee has delivered to the Company a valid undertaking and
becomes bound by the terms of this Agreement.  17.           Amendment.  This Agreement may be amended only by a
written instrument signed by the Parties hereto.  18.           Closing.  Except as otherwise provided herein, the
closing of each purchase and sale of shares of Stock pursuant to this Agreement
shall take place at the principal office of the Company on the tenth business
day following delivery of the notice by either Party to the other of its
exercise of the right to purchase or sell such Stock hereunder.  19.           Applicable Law; Jurisdiction;
Arbitration; Legal Fees.  (a)           The laws of the State of Delaware
applicable to contracts executed and to be performed entirely in such state
shall govern the interpretation, validity and performance of the terms of this
Agreement.  (b)           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  19


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.  (c)           Notwithstanding the foregoing, the
Management Stockholder acknowledges and agrees that the Company, its
subsidiaries, the Investors and any of their respective Rule 405
Affiliates shall be entitled to injunctive or other relief in order to enforce
the covenant not to compete, covenant not to solicit and/or confidentiality
covenants as set forth in Section 24(a) of this Agreement.  (d)           In the event of any arbitration or
other disputes with regard to this Agreement or any other document or agreement
referred to herein, each Party shall pay its own legal fees and expenses,
unless otherwise determined by the arbitrator.  20.           Assignability of Certain Rights by
the Company.  The Company shall have
the right to assign any or all of its rights or obligations to purchase shares
of Stock pursuant to Sections 4, 5 and 6 hereof.  21.           Miscellaneous.  (a)           In this Agreement all references to
dollars or $ are to United States dollars and the masculine pronoun shall
include the feminine and neuter, and the singular the plural, where the context
so indicates  (b)           If any provision of this Agreement
shall be declared illegal, void or unenforceable by any court of competent jurisdiction,
the other provisions shall not be affected, but shall remain in full force and
effect.  22.           Withholding.  The Company or its subsidiaries shall have
the right to deduct from any cash payment made under this Agreement to the
applicable Management Stockholder Entities any minimum federal, state or local
income or other taxes required by law to be withheld with respect to such
payment.  23.           Notices.  All notices and other communications
provided for herein shall be in writing. 
Any notice or other communication hereunder shall be deemed duly given
(i) upon electronic confirmation of facsimile, (ii) one business day
following the date sent when sent by overnight delivery and
(iii) five (5) business days following the date mailed when mailed by
registered or certified mail return receipt requested and postage prepaid, in
each case as follows:  (a)           If to the Company, to it at the
following address:  PanAmSat
Corporation
20 Westport Road Wilton,
CT  06897 Attention:  James Cuminale, Esq.  with copies to:  Kohlberg Kravis Roberts & Co.  20


9 West 57th Street New York, New York 10019 Attention: 
Alexander Navab  and  Simpson
Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention:  Gary I. Horowitz, Esq. Marni J. Lerner, Esq. Telecopy:  (212) 455-2502  (b)           If to the Management Stockholder, to
him at the address set forth below under his signature;  or at such other address as either party
shall have specified by notice in writing to the other.  24.           Confidential Information; Covenant
Not to Compete.  (a)           In consideration of the Company
entering into this Agreement with the Management Stockholder, the Management
Stockholder hereby agrees effective as of the date of the Management
Stockholders commencement of employment with the Company or its Subsidiaries,
without the Companys prior written consent, the Management Stockholder shall
not, directly or indirectly, (i) at any time during or after the
Management Stockholders employment with the Company or its Subsidiaries,
disclose any Confidential Information pertaining to the business of the Company
or any of its Subsidiaries, except when required to perform his or her duties
to the Company or one of its Subsidiaries, by law or judicial process; or
(ii) at any time during the Management Stockholders employment with the
Company or its Subsidiaries and for a period of eighteen months thereafter,
directly or indirectly (A) act as a proprietor, investor, director,
officer, employee, substantial stockholder, consultant, or partner in any
businessthat directly or indirectly competes with the business of
the Company in, (1) the sale or lease of, or the provision of satellite
services via transponder capacity on satellites operating in geostationary earth
orbit; or (2) the provision of telemetry, tracking and control services
for such satellites and for other satellites operating in geostationary earth
orbit or any of
their successors or any other satellite company or its satellite-related
affiliate, (B) solicit customers or clients of the Company or any of its
Subsidiaries to terminate their relationship with the Company or any of its
Subsidiaries or otherwise solicit such customers or clients to compete with any
business of the Company or any of its Subsidiaries or (C) solicit or offer
employment to any person who has been employed by the Company or any of its
Subsidiaries at any time during the twelve (12) months immediately
preceding the termination of the Management Stockholders employment.  If the Management Stockholder is bound by
any other agreement with the Company regarding the use or disclosure of
confidential information, the provisions of that agreement shall control with
respect to the use or disclosure of confidential information, and this Section
24(a) shall not apply.  (b)           Notwithstanding clause (a)
above, if at any time a court holds that the restrictions stated in such
clause (a) are unreasonable or otherwise unenforceable under circumstances
then existing, the parties hereto agree that the maximum period, scope or
geographic area determined to be reasonable under such circumstances by such
court will be substituted for the stated period, scope or area.  Because the Management Stockholders
services are unique and because the Management Stockholder has had access to
Confidential  21


Information, the parties hereto agree that
money damages will be an inadequate remedy for any breach of this
Agreement.  In the event of a breach or
threatened breach of this Agreement, the Company or its successors or assigns
may, in addition to other rights and remedies existing in their favor, apply to
any court of competent jurisdiction for specific performance and/or injunctive
relief in order to enforce, or prevent any violations of, the provisions hereof
(without the posting of a bond or other security).  (c)           In the event that the Management
Stockholder breaches any of the provisions of Section 24(a), in addition
to all other remedies that may be available to the Company, such Management
Stockholder shall be required to pay to the Company any amounts actually paid
to him or her by the Company in respect of any repurchase by the Company of the
New Option or shares of Common Stock underlying the New Option held by such
Management Stockholder.  25.           Termination of Certain Provisions.  The provisions contained
in Section 4 and the portion of any other provision of this Agreement that
incorporates the provisions of Section 4, shall terminate, and be of no
further force or effect upon the consummation of a Qualified Public Offering. [Signatures on next page.]  22


IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the date first above written.  PANAMSAT CORPORATIONBy:Name:Title:  23


MANAGEMENT STOCKHOLDER:Name:ADDRESS: