Exhibit 10.2  2004
STOCK OPTION PLAN FOR KEY EMPLOYEES OF PANAMSAT CORPORATION AND ITS SUBSIDIARIES  1.             Purpose of Plan  The 2004 Stock Option Plan for Key Employees of PanAmSat Corporation
and Its Subsidiaries (the Plan) is designed:  (a)           to promote the long term financial interests and growth of
PanAmSat Corporation (the Company) and its Subsidiaries by attracting and
retaining management and other personnel with the training, experience and
ability to enable them to make a substantial contribution to the success of the
Companys business; (b)           to motivate management personnel by means of
growth-related incentives to achieve long range goals; and (c)           to further the alignment of interests of participants with
those of the stockholders of the Company through opportunities for increased
stock, or stock-based ownership in the Company. 2.             Definitions  As used in the Plan, the following words shall have the following
meanings:  (a)           Affiliate means with respect to any Person, any entity
directly or indirectly controlling, controlled by or under common control with
such Person. (b)           Board means the Board of Directors of the Company. (c)           Change in Control means in one or a series of
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. (d)           Committee means the Compensation Committee of the Board
or, if no such committee exists, the Board. (e)           Common Stock or Share means the common stock, par
value $0.01 per share, of the Company, which may be authorized but unissued, or
issued and reacquired.     (f)            Employee means a person, including an officer, in the
regular employment of the Company or one of its Subsidiaries who, in the
opinion of the Committee, is, or is expected to have involvement in the
management, growth or protection of some part or all of the business of the
Company. (g)           Exchange Act means the Securities Exchange Act of 1934,
as amended. (h)           Fair Market Value means the price per share equal to (i)
the average of the last sale price of the Common Stock for the five trading
days ending on the applicable 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 such date on any given day, the average of the closing
bid and asked prices on each such exchange for the five trading days ending on
such date or, (iii) if there is no such bid and asked price on such date, 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 as
reported by NASDAQ for the five trading days ending on such date in the
over-the-counter market or, (v) if there have been no such sales, bid or asked
prices, or if there has been no Public Offering, the fair market value of the
Common Stock as determined in the good faith discretion of the Board. (i)            Grant means an award made to a Participant pursuant to
the Plan and described in Section 5, including, without limitation, an award of
a Stock Option, Stock Appreciation Right or Dividend Equivalent Right (as such
terms are defined in Section 5), or any combination of the foregoing. (j)            Grant Agreement means an agreement between the Company
and a Participant that sets forth the terms, conditions and limitations
applicable to a Grant. (k)           Group means group, as such term
is used for purposes of Section 13(d) or 14(d) of the Exchange Act. (l)            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. (m)          Participant means an Employee, non-employee member of the
Board, consultant or other person having a relationship with the Company or one
of its Subsidiaries, to whom one or more Grants have been made and remain
outstanding. (n)           Person means person, as such term is used for purposes
of Section 13(d) or 14(d) of the Exchange Act. (o)           Subsidiary means any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations, or group
of commonly controlled corporations, other than the last corporation in the
unbroken chain then owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.  2    3.             Administration of Plan  (a)           The Plan shall be administered by the Committee.  The Committee may adopt its own rules of
procedure, and action of a majority of the members of the Committee taken at a
meeting, or action taken without a meeting by unanimous written consent, shall
constitute action by the Committee.  The
Committee shall have the power and authority to administer, construe and
interpret the Plan, to make rules for carrying it out and to make changes in
such rules.  Any such interpretations,
rules, and administration shall be consistent with the basic purposes of the
Plan. (b)           The Committee may delegate to the Chief Executive Officer
and to other senior officers of the Company its duties under the Plan subject
to such conditions and limitations as the Committee shall prescribe except that
only the Committee may designate and make Grants to Participants who are
subject to Section 16 of the Exchange Act. (c)           The Committee may employ counsel, consultants,
accountants, appraisers, brokers or other persons.  The Committee, the Company, and the officers and directors of the
Company shall be entitled to rely upon the advice, opinions or valuations of
any such persons.  All actions taken and
all interpretations and determinations made by the Committee in good faith
shall be final and binding upon all Participants, 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 Grants, and
all members of the Committee shall be fully protected by the Company with
respect to any such action, determination or interpretation. 4.             Eligibility  The Committee may from time to time make Grants under the Plan to such
Employees, or other persons having a relationship with Company or any of its
Subsidiaries, and in such form and having such terms, conditions and
limitations as the Committee may determine. 
The terms, conditions and limitations of each Grant under the Plan shall
be set forth in a Grant Agreement, in a form approved by the Committee,
consistent, however, with the terms of the Plan; provided, however,
that such Grant Agreement shall contain provisions dealing with the treatment
of Grants in the event of the termination of employment, death or disability of
a Participant, and may also include provisions concerning the treatment of
Grants in the event of a Change in Control of the Company.  5.             Grants  From time to time, the Committee will determine the forms and amounts
of Grants for Participants.  Such Grants
may take the following forms in the Committees sole discretion:  (a)           Stock Options - These are options to purchase
Common Stock.  At the time of Grant the
Committee shall determine, and shall include in the Grant Agreement or other
Plan rules, the option exercise period, the option exercise price, vesting
requirements, and such other terms, conditions or restrictions on the grant or
exercise of the option as the Committee deems appropriate including, without
limitation, the right to receive dividend equivalent payments on vested and/or
unvested options.  In addition to other
restrictions contained in the Plan, an option granted under this Section 5(a)
may not be exercised more than 10 years after the date it is granted.  3    Payment of the option
exercise price shall be made in cash or in shares of Common Stock that the
Participant has held for at least six months, or a combination thereof, in
accordance with the terms of the Plan, the Grant Agreement and of any
applicable guidelines of the Committee in effect at the time. (b)           Stock Appreciation Rights - The Committee may
grant Stock Appreciation Rights in connection with the grant of a Stock
Option.  Each Stock Appreciation Right
shall be subject to such other terms as the Committee may determine.  A Stock Appreciation Right means the right
to transfer and surrender to the Company all or a portion of a Stock Option in
exchange for a cash amount equal to the excess of (i) the aggregate Fair Market
Value, as of the date such Option or portion thereof is transferred or
surrendered, of the Common Stock underlying by such Option or portion thereof,
over (ii) the aggregate exercise price of such Option or portion thereof,
relating to such Common Stock. (c)           Dividend Equivalent Rights  The Committee may
grant Dividend Equivalent Rights either alone or in connection with the grant
of a Stock Option.  A Dividend
Equivalent Right means the right to receive a payment in respect of one share
of Common Stock (whether or not subject to a Stock Option) equal to the amount
of any dividend paid in respect of one share of Common Stock held by a shareholder
in the Company.  Each Dividend
Equivalent Right shall be subject to such terms as the Committee may determine. 6.             Limitations and Conditions  (a)           The number of Shares available for Grants under this Plan
shall be 1,300,000 unless restricted by applicable law.  Shares related to Grants that are forfeited,
terminated, canceled or expire unexercised, shall immediately become available
for new Grants. (b)           No Grants shall be made under the Plan beyond ten years
after the effective date of the Plan, but the terms of Grants made on or before
the expiration of the Plan may extend beyond such expiration.  At the time a Grant is made or amended or
the terms or conditions of a Grant are changed in accordance with the terms of
the Plan or the Grant Agreement, the Committee may provide for limitations or
conditions on such Grant. (c)           Nothing contained herein shall affect the right of the
Company or any of its Subsidiaries to terminate any Participants employment at
any time or for any reason. (d)           Other than as specifically provided in the Form of
Management Stockholders Agreement attached hereto as Exhibit A, no benefit
under the Plan shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to
do so shall be void.  No such benefit
shall, prior to receipt thereof by the Participant, be in any manner liable for
or subject to the debts, contracts, liabilities, engagements, or torts of the
Participant. (e)           Participants shall not be, and shall not have any of the
rights or privileges of, stockholders of the Company in respect of any Shares
purchasable in connection with any Grant unless and until certificates
representing any such Shares have been issued by the Company to  4    such Participants (or book
entry representing such shares has been made and such Shares have been
deposited with the appropriate registered book-entry custodian). (f)            No election as to benefits or exercise of any Grant may
be made during a Participants lifetime by anyone other than the Participant
except by a legal representative appointed for or by the Participant. (g)           Absent express provisions to the
contrary, any Grant under this Plan shall not be deemed compensation for
purposes of computing benefits or contributions under any retirement plan of
the Company or its Subsidiaries and shall not affect any benefits under any
other benefit plan of any kind now or subsequently in effect under which the
availability or amount of benefits is related to level of compensation.  This Plan is not a Retirement Plan or
Welfare Plan under the Employee Retirement Income Security Act of 1974, as
amended. (h)           Unless the Committee determines otherwise, no benefit or
promise under the Plan shall be secured by any specific assets of the Company
or any of its Subsidiaries, nor shall any assets of the Company or any of its
Subsidiaries be designated as attributable or allocated to the satisfaction of
the Companys obligations under the Plan. 7.             Transfers and Leaves of Absence  For purposes of the Plan, unless the Committee determines otherwise:
(a) a transfer of a Participants employment without an intervening period of
separation among the Company and any Subsidiary (or among any Subsidiaries)
shall not be deemed a termination of employment, and (b) a Participant who is
granted in writing a leave of absence or who is entitled to a statutory leave
of absence shall be deemed to have remained in the employ of the Company (and
any Subsidiary) during such leave of absence.  8.             Adjustments  In the event of any change in the outstanding Common Stock by reason of
a stock split, spin-off, stock combination, reclassification, recapitalization,
liquidation, dissolution, reorganization, merger, Change in Control, or other
event affecting the capital stock of the Company, the Committee may adjust
appropriately (a) the number and kind of shares subject to the Plan and
available for or covered by Grants and (b) share prices related to outstanding
Grants, and make such other revisions to outstanding Grants as it deems, in
good faith, are equitably required (including, without limitation, to the
exercise price of Stock Options).  9.             Merger, Consolidation, Exchange, Acquisition,
Liquidation or Dissolution  In its absolute discretion, acting in good faith, and on such terms and
conditions as it deems appropriate, coincident with or after the grant of any
Grant, the Committee may provide that such Grant cannot be exercised after the
amalgamation, merger or consolidation of the Company with or into another
corporation, the exchange of all or substantially all of the assets of the
Company for the securities of another corporation, the acquisition by another
corporation of 80% or more of the Companys then outstanding shares of voting
stock or the recapitalization, reorganization, reclassification, liquidation,
dissolution, or other event affecting the capital stock of the Company,  5 
   and
the Committee shall, on such terms and conditions as it deems appropriate,
acting in good faith, also provide, either by the terms of such Grant or by a
resolution adopted prior to the occurrence of such amalgamation, merger,
consolidation, exchange, acquisition, recapitalization, reorganization,
reclassification, liquidation, dissolution or other event affecting the capital
stock of the Company, that, after written notice to all affected Participants
and for a reasonable period of time prior to such event, such Grant shall be
exercisable as to any Shares subject thereto which is being made unexercisable
after any such event, notwithstanding anything to the contrary herein (but
subject to the provisions of Section 6(b)) and that, upon the occurrence of
such event, such Grant shall terminate and be of no further force or effect; provided,
however, that the Committee may also provide, in its absolute
discretion, that even if the Grant shall remain exercisable after any such
event, from and after such event, any such Grant shall be exercisable only for
the kind and amount of securities and/or other property, or the cash equivalent
thereof (as determined by the Committee in good faith), receivable as a result
of such event by the holder of a number of Shares for which such Grant could
have been exercised immediately prior to such event.  10.           Amendment and Termination  (a)           The Committee shall
have the authority to make such amendments to any terms and conditions
applicable to outstanding Grants as are consistent with this Plan provided that
no such action shall modify any Grant in a manner adverse to the Participant
without the Participants consent except as such modification is provided for
or contemplated in the terms of the Grant or this Plan (except that any
adjustment that is made pursuant to Section 8 or 9 hereof may be made by the
Committee in good faith).  (b)           The Board of
Directors may amend, suspend or terminate the Plan except that no such action,
other than an action under Section 8 or 9 hereof, may be taken which would,
without stockholder approval, increase the aggregate number of Shares available
for Grants under the Plan, decrease the price of outstanding Grants, change the
requirements relating to the Committee, extend the term of the Plan or be
materially adverse to all Participants with respect to any outstanding Grants.  11.           Governing Law; International Participants  (a)           This Plan shall be governed by and construed in accordance
with the laws of Delaware applicable therein. (b)           With respect to Participants who reside or work outside
the United States of America and who are not (and who are not expected to be)
covered employees within the meaning of Section 162(m) of the Code, the
Committee may, in its sole discretion, amend the terms of the Plan or Awards
with respect to such Participants in order to conform such terms with the
requirements of local law or to obtain more favorable tax or other treatment
for a Participant, the Company or an Affiliate. 12.           Withholding Taxes  The Company shall have the right to deduct from any cash payment made
under the Plan any minimum federal, state or local income or other taxes
required by law to be withheld with  6 
   respect
to such payment.  It shall be a
condition to the obligation of the Company to deliver Shares upon the exercise
of a Stock Option that the Participant pay to the Company such amount as may be
requested by the Company for the purpose of satisfying any liability for such
minimum withholding taxes.  13.           Effective Date and Termination Dates  The Plan shall be effective
on and as of the date of its approval by the stockholders of the Company and
shall terminate ten years later, subject to earlier termination by the Board
pursuant to Section 10.  Approved by stockholders on August 20, 2004.  7