Exhibit 10.10  [FORM OF]  ROLLOVER AGREEMENT  ROLLOVER AGREEMENT dated as of August 20,
2004 (this Rollover Agreement) between PanAmSat Corporation, a
Delaware corporation (the Company), and the individual listed on
Schedule I hereto (the Management Stockholder).  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 shall each beneficially own
approximately 27.41% of the Common Stock;  WHEREAS, the Management Stockholder currently
holds unexercisable options to acquire shares of Common Stock (Unexercisable
Options) and/or unvested restricted stock units of Common Stock (Restricted
Units) pursuant to the PanAmSat 1997 Long-Term Incentive Plan (the 1997
Plan), all of which shall become fully exercisable or vested upon
consummation of the acquisition;  WHEREAS, the Management Stockholder has
agreed, as of the Stock Purchase Closing, to retain certain of such options
(the Retained Options)and stock units (Retained Equity) after
the acquisition in lieu of receiving the consideration specified in
Section 1.04 of the Transaction Agreement with respect to such options;  WHEREAS, the terms of the Retained Options
shall remain unchanged, except that the Retained Options (and to the extent
necessary, the 1997 Plan) shall be amended such that (i) the term of the
Retained Options shall expire on the tenth anniversary of the effective date of
the 2004 Stock Option Plan for Key Employees of PanAmSat Corporation and its
Subsidiaries (the 2004 Option Plan), (ii) the Retained Options shall remain
exercisable for their full term, notwithstanding any termination of employment
prior to the expiration of their full term, and (iii) the exercise price of the
Retained Options shall be adjusted to
$[                 ]
per share of Common Stock; and  WHEREAS, the Retained Equity shall be held
pursuant to the Management Stockholders Agreement executed by the Management
Stockholder and dated the date hereof.


NOW THEREFORE, in consideration of the
foregoing, and the covenants and promises and representations set forth herein,
and for other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged and accepted, the parties hereto agree as follows:  1.             The
Management Stockholder agrees to retain the number of Retained Options set
forth on Schedule I and Retained Equity representing such Management
Stockholders Equity Rollover Value as specified on Schedule I hereto.  2.             The
Company agrees to take such necessary actions to amend the Retained Options
(and to the extent necessary, the 1997 Plan) such that (i) the term of the
Retained Options shall expire on the tenth anniversary of the effective date of
the 2004 Option Plan, (ii) the Retained Options shall remain exercisable for
their full term, notwithstanding any termination of employment prior to the
expiration of their full term, and (iii) the exercise price of the Retained
Options is adjusted to $[                 ] per share of Common Stock.  3.             This
Rollover Agreement shall be governed by and construed in accordance with the
laws of the State of New York, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.  4.             This
Rollover Agreement may be executed in counterparts, all of which shall be
considered one and the same agreement, it being understood that all parties
need not sign the same counterpart.  [rest of page intentionally left blank]  2


Schedule I  ROLLOVER ELECTION FORM  Name of Management
Stockholder: 
[                             ]  Amount of Equity Rollover Value with respect to the Retained Equity
held by the Management Stockholder:
$[                ]
or [                 ]
shares of Common Stock.  Amount of Retained Options held by the Management Stockholder:  options to acquire 
[                  ]
shares of Common Stock and  By executing this
Schedule, the undersigned Management Stockholder accepts and agrees to be bound
by and subject to the terms and conditions of, and makes the representations,
warranties and agreements set forth in (i) this Rollover Agreement,
(ii) the Management Stockholders Agreement between the Company and the
undersigned Management Stockholder, (iii) the Stock Option Agreement between
the Company and the undersigned Management Stockholder and (iv) the Sale
Participation Agreement between Constellation, LLC,  Carlyle PanAmSat I, L.L.C., Carlyle PanAmSat II, L.L.C., PEP PAS,
LLC, PEOP PAS, LLC and the undersigned Management Stockholder.  PANAMSAT
  CORPORATIONManagement
  StockholderBy:Name:Title:Dated:
  August 20, 2004