PANAMSAT CORPORATION
             1999 NON-EMPLOYEE DIRECTORS COMPENSATION DEFERRAL PLAN

              1. Purpose. The purpose of the Plan is to provide qualified
individuals who are not employees of the Company who serve as members of the
Board of Directors an opportunity to defer payment of a portion of their
Director's Fees in accordance with the terms and conditions set forth herein.

              2. Definitions. For the purposes of the Plan, the following
capitalized words shall have the meanings set forth below:

              "Annual Fees" means (i) any annual fee payable to a Non-Employee
         Director for service on the Board, (ii) any other fee determined on an
         annual basis and payable for service on, or for acting as chairperson
         of, any committee of the Board, and (iii) any similar annual fee or
         fees payable in respect of service on the board of directors of any
         Subsidiary or any committee of any such board of directors.

              "Annual Meeting" means an annual meeting of the Company's
         stockholders.

              "Beneficiary" or "Beneficiaries" means an individual or entity
         designated by a Non-Employee Director on a Beneficiary Designation Form
         to receive Deferred Benefits in the event of the Non-Employee
         Director's death; provided, however, that, if no such individual or
         entity is designated or if no such designated individual is alive at
         the time of the Non-Employee Director's death, Beneficiary shall mean
         the Non-Employee Director's estate.

              "Beneficiary Designation Form" means a document, in a form
         approved by the Compensation Committee to be used by Non-Employee
         Directors to name their respective Beneficiaries. No Beneficiary
         Designation Form shall be effective unless it is signed by the
         Non-Employee Director and received by the Compensation Committee prior
         to the date of death of the Non-Employee Director.

              "Board" means the Board of Directors of PanAmSat Corporation.

              "Code" means the Internal Revenue Code of 1986, as amended, and
         the applicable rules and regulations promulgated thereunder.

              "Common Stock" means the common stock, par value $0.01 per share,
         of the Company.

              "Companies" means the Company and each Subsidiary.


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              "Company" means PanAmSat Corporation, a Delaware corporation, or
         any successor to substantially all of its business.

              "Deferral Election Form" means a document, in a form approved by
         the Compensation Committee, pursuant to which a Non-Employee Director
         makes a deferral election under the Plan.

              "Deferral Period" means each period commencing on the date of an
         Annual Meeting and ending on the date immediately preceding the next
         Annual Meeting; provided, however, that the first Deferral Period under
         the Plan shall commence within thirty days after July 9, 1999. If an
         individual becomes eligible to participate in the Plan after the
         commencement of a Deferral Period, the Deferral Period for the
         individual shall be the remainder of such Deferral Period.

              "Deferred Benefit" means an amount that will be paid on a deferred
         basis under the Plan to a Non-Employee Director who has made a deferral
         election pursuant to Section 5.

              "Deferred Compensation Account" means the bookkeeping record
         established for each Non-Employee Director. A Deferred Compensation
         Account is established only for purposes of measuring a Deferred
         Benefit and not to segregate assets or to identify assets that may be
         used to pay a Deferred Benefit.

              "Director's Fees" means the aggregate of a Non-Employee Director's
         Annual Fees and Per Diem Fees.

              "Effective Date" means July 9, 1999.

              "Election Date" means the day immediately preceding the
         commencement of a Deferral Period. If an individual first becomes
         eligible to participate in the Plan on an Annual Meeting date or after
         the start of a Deferral Period, the Election Date shall be the
         thirtieth day following such Annual Meeting date or initial
         participation date, as the case may be. The Election Date for the first
         Deferral Period shall be the last business day prior to the first
         fiscal quarter of the Company to begin after the Effective Date.

              "Compensation Committee" means the compensation committee of the
         Board which has been appointed to administer the Plan.

              "Fair Market Value" means the last quoted selling price of a share
         of Common Stock as reported by NASDAQ, or such other national
         securities exchange as may be designated by the Committee, or, in the
         event that the Common Stock is not listed for trading on a national
         securities exchange but is quoted on an automated system, on such


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         automated system, in any such case on the valuation date (or, if there
         were no sales on the valuation date, the last quoted selling prices as
         reported on NASDAQ or such automated system for the most recent date
         during which a sale occurred).

              "Non-Employee Director" means a member of the Board who is not an
         employee of the Company or any of its Subsidiaries.

              "Per Diem Fees" means (i) any meeting fee payable in respect of
         attendance at or participation in meetings of the Board or any
         committee of the Board or any meeting of the stockholders of the
         Company and (ii) any similar meeting fee payable in respect of service
         on the board of directors of any Subsidiary or any committee of any
         such board of directors.

              "Phantom Stock Unit" means a bookkeeping unit representing one
         share of Common Stock credited to a Deferred Compensation Account in
         accordance with Section 4(c).

              "Plan" means the PanAmSat 1999 Non-Employee Director Compensation
         Deferral Plan.

              "Subsidiary" means a corporation or other entity with respect to
         which the Company, directly or indirectly, has the power, whether
         through the ownership of voting securities, by contract or otherwise,
         to elect at least a majority of the members of such corporation's board
         of directors or analogous governing body.

              3. Administration.

              (a) The Plan shall be administered by the Compensation Committee.
Members of the Compensation Committee may participate under the Plan.

              (b) The Compensation Committee shall be authorized to interpret
the Plan, to establish, amend and rescind any rules and regulations relating to
the Plan, to make factual determinations in connection with the administration
or interpretation of the Plan, to determine or resolve all questions including,
but not limited to, questions regarding eligibility for benefits under the Plan
and to make any other determinations that it believes are necessary or advisable
for the administration of the Plan. In the administration of this Plan, the
Compensation Committee may employ agents and delegate to them such duties as it
sees fit (including the exercise of decision making authority on behalf of the
Compensation Committee). The Compensation Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any
Deferral Election Form to the extent the Compensation Committee deems desirable
to carry the Plan into effect. Any decision of the Compensation Committee in the
administration of the Plan,


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as described herein, shall be final and conclusive. The Compensation Committee
may act only by a majority of its members, except that the members thereof may
authorize any one or more of the Compensation Committee members to execute and
deliver documents on behalf of the Compensation Committee.

              (c) The Compensation Committee shall be entitled to rely in good
faith upon any report or other information furnished to it by any officer or
employee of the Companies or from the financial, accounting, legal or other
advisers of the Companies. Each member of the Compensation Committee, each
individual designated by the Compensation Committee to administer the Plan and
each other person acting at the direction of or on behalf of the Compensation
Committee shall not be liable for any determination or anything done or omitted
to be done by him or by any other member of the Compensation Committee or any
other such individual in connection with the Plan, except for his own willful
misconduct or as expressly provided by statute, and to the extent permitted by
law and the bylaws of the Company, shall be fully indemnified and protected by
the Company with respect to such determination, act or omission.

              4. Deferral of Director's Fees.

              (a) Deferral Elections.

              (i) General Provisions. Non-Employee Directors may elect to defer
     all or a specified percentage of their Director's Fees with respect to a
     Deferral Period in the manner provided in this Section 4. A Non-Employee
     Director's Deferred Benefit is at all times nonforfeitable.

              (ii) Deferral Election Forms. Before the Election Date applicable
     to a Deferral Period, each Non-Employee Director will be provided with a
     Deferral Election Form and a Beneficiary Designation Form. In order for a
     Non-Employee Director to participate in the deferral portion of the Plan
     for a given Deferral Period, a Deferral Election Form, completed and signed
     by him, must be delivered to the Company on or prior to the applicable
     Election Date. A Deferral Election Form submitted by a Non-Employee
     Director for a Deferral Period shall be deemed to be a continuing election
     for all subsequent Deferral Periods, unless the Employee Director completes
     and files a subsequent Deferral Election Form with the Company prior to the
     Election Date applicable to that Deferral Period. A Non-Employee Director
     electing to participate in the Plan for a given Deferral Period shall
     indicate on his Deferral Election Form:

                   (A) the percentage of the Director's Fees for the Deferral
          Period to be deferred which shall be in multiples of 1 share of Common
          Stock; and


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                   (B) if the Deferral Election Form is the first such form
          filed by the Non-Employee Director, the Non-Employee Director's
          election, in accordance with Sections 4(e) and 4(f), as to the timing
          and manner of payment of the Deferred Benefits. A Non-Employee
          Director's election as to the timing and manner of payment of Deferred
          Benefits in the initial Deferral Election Form shall govern the timing
          and manner of payment of all subsequent deferrals under the Plan and
          may not be changed or revoked without the prior written consent of the
          Compensation Committee, which may be granted upon a determination by
          the Compensation Committee, in its sole discretion, that a financial
          hardship will result if such consent is not granted.

              (iii) Effect of No Deferral Election. A Non-Employee Director who
     does not have a completed and signed Deferral Election Form on file with
     the Company on or prior to the applicable Election Date for a Deferral
     Period may not defer his Director's Fees for such Deferral Period.

              (b) Establishment of Deferred Compensation Accounts. A
Non-Employee Director's deferrals will be credited to a Deferred Compensation
Account set up for that Non-Employee Director by the Company in accordance with
the provisions of this Section 4.

              (c) Crediting of Phantom Stock Units to Deferred Compensation
Accounts.

              (i) Number of Phantom Stock Units. The portion of the Director's
     Fees that a Non-Employee Director elects to defer shall be credited to the
     Deferred Compensation Account as of the date that such portion of the
     Director's Fees would otherwise have been payable to the Non-Employee
     Director. The number of Phantom Stock Units to be credited shall equal the
     number of shares of Common Stock deferred by the Non-Employee Director.

              (ii) Dividend Equivalents. In the event that the Company pays any
     cash or other dividend or makes any other distribution in respect of the
     Common Stock, the Deferred Compensation Account of a Non-Employee Director
     will be credited with additional Phantom Stock Units determined by dividing
     (A) the amount of cash, or the value (as determined by the Compensation
     Committee) of any securities or other property, paid or distributed in
     respect of a corresponding number of shares of Common Stock by (B) the Fair
     Market Value of a share of Common Stock as of the date of such payment or
     distribution. Any partial Phantom Stock Unit that results from the
     application of the previous sentence shall be rounded up to a whole Phantom
     Stock Unit. Such credit shall be made effective as of the date of the
     dividend or other distribution in respect of the Common Stock.


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                                       6

              (iii) No Rights as Stockholder. Except as provided in Section
     4(c)(ii) above, the crediting of Phantom Stock Units to a Non-Employee
     Director's Deferred Compensation Account shall not confer on the
     Non-Employee Director any rights as a stockholder of the Company.

              (d) Written Statements of Account. The Company will furnish each
Non-Employee Director with a statement setting forth the value of such
Non-Employee Director's Deferred Compensation Account as of the end of each
Deferral Period and all credits to and payments from the Deferred Compensation
Account during the Deferral Period. Such statement will be furnished no later
than sixty days after the end of the Deferral Period.

              (e) Manner of Payment of Deferred Benefit. Payment of the Deferred
Benefits shall be by delivery of shares of Common Stock. Payment shall be made
in a single payment or in a series of five or fewer annual installments. The
amount of each installment payment to a Non-Employee Director shall be
determined in accordance with the formula B/(N - P), where "B" is the total
value of the Deferred Compensation Account as of the installment calculation
date, "N" is the number of installments elected by the Non-Employee Director and
"P" is the number of installments previously paid to the Non-Employee Director.
Any partial unit resulting in the calculation above will be settled in cash.

              (f) Commencement of Payment of Deferred Benefit. Payment of a
Non-Employee Director's Deferred Benefit shall commence as soon as practicable
(but in no event more than sixty days) after the earlier to occur of:

              (i) termination of service as a member of the Board; and

              (ii) the date specified in the Deferral Election Form executed by
     the Non-Employee Director.

              (g) Death. In the event of a Non-Employee Director's death, the
Non-Employee Director's entire Deferred Benefit (including any unpaid portion
thereof corresponding to installments not yet paid at the time of death), to the
extent not distributed earlier pursuant to Section 4(f), will be distributed in
a single payment to the Non-Employee Director's Beneficiary as soon as
practicable after the date of death, but in no event more than six months after
the Non-Employee Director's date of death.

              (h) Restrictions on Transfer. The Company shall pay all Deferred
Benefits payable under the Plan only to the Non-Employee Director or Beneficiary
designated under the Plan to receive such amounts. Neither a Non-Employee
Director nor his Beneficiary shall have any right to anticipate, alienate, sell,
transfer, assign, pledge, encumber or change any benefits to which he may become
entitled under the Plan, and any attempt to do so shall be void. A Deferred


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Benefit shall not be subject to attachment, execution by levy, garnishment, or
other legal or equitable process for a Non-Employee Director's or Beneficiary's
debts or other obligations.

              5. Designation of Beneficiary.

              (a) Beneficiary Designation. Each Non-Employee Director may
designate a Beneficiary to receive any Deferred Benefit due under the Plan on
the Non-Employee Director's death by executing a Beneficiary Designation Form.

              (b) Change of Beneficiary Designation. A Non-Employee Director may
change an earlier Beneficiary designation by executing a later Beneficiary
Designation Form and delivering it to the Compensation Committee. The execution
of a Beneficiary Designation Form and its receipt by the Compensation Committee
revokes and rescinds any prior Beneficiary Designation Form.

              6. Recapitalization or Reorganization.

              (a) Authority of the Company and Stockholders. The existence of
the Plan shall not affect or restrict in any way the right or power of the
Company or the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks having rights superior to or
affecting the Common Stock or the rights thereof or which are convertible into
or exchangeable for Common Stock, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.

              (b) Change in Capitalization. Notwithstanding any other provision
of the Plan, in the event of any change in the outstanding Common Stock by
reason of a stock dividend, recapitalization, reorganization, merger,
consolidation, stock split, combination or exchange of shares (a "Change in
Capitalization"): (i) such proportionate adjustments as may be necessary (in the
form determined by the Compensation Committee in its sole discretion) to reflect
such change shall be made to prevent dilution or enlargement of the rights of
Non-Employee Directors under the Plan with respect to the aggregate number of
shares of Common Stock authorized to be awarded under the Plan, the number of
Phantom Stock Units credited to a Non-Employee Director's Deferred Compensation
Account, and (ii) the Compensation Committee may make such other adjustments,
consistent with the foregoing, as it deems appropriate in its sole discretion.

              (c) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, all Deferred Benefits credited to the
Non-Employee Director's


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Deferred Compensation Account as of the date of the consummation of a proposed
dissolution or liquidation shall be paid in Common Stock to the Non-Employee
Director or, in the event of death of the Non-Employee Director prior to
payment, to the Beneficiary thereof on the date of the consummation of such
proposed action.

              7. Termination and Amendment of the Plan.

              (a) General Power of Board. Notwithstanding anything herein to the
contrary, the Board may at any time and from time to time terminate, modify,
suspend or amend the Plan in whole or in part and settle all Phantom Stock Units
in shares of Common Stock; provided, however, that no such termination,
modification, suspension or amendment shall be effective without stockholder
approval if such approval is required to comply with any applicable law or stock
exchange rule; and, provided further, that the Board may not, without
stockholder approval, increase the maximum number of shares issuable under the
Plan, except as provided in Section 6(b) above.

              (b) When Directors' Consents Required. The Board may not alter,
amend, suspend, or terminate the Plan without the consent of any Director to the
extent that such action would result in the distribution to such Director of
amounts then credited to his Deferred Compensation Account in any manner other
than as provided in the Plan or could reasonably be expected to result in the
immediate taxation to such Director of Deferred Benefits.

              8. Miscellaneous.

              (a) No Right to Reelection. Nothing in the Plan shall be deemed to
create any obligation on the part of the Board to nominate any of its members
for reelection by the Company's stockholders, nor confer upon any Non-Employee
Director the right to remain a member of the Board for any period of time, or at
any particular rate of compensation.

              (b) Unfunded Plan.

              (i) Generally. This Plan is unfunded. Amounts payable under the
     Plan will be satisfied solely out of the general assets of the Company
     subject to the claims of the Company's creditors.

              (ii) Deferred Benefits. A Deferred Benefit represents at all times
     an unfunded and unsecured contractual obligation of the Company and each
     Non-Employee Director or Beneficiary will be an unsecured creditor of the
     Company. No Non-Employee Director, Beneficiary or any other person shall
     have any interest in any fund or in any specific asset of the Company by
     reason of any amount credited to him hereunder, nor shall any Non-Employee
     Director, Beneficiary or any other person have any right to receive any


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     distribution under the Plan except as, and to the extent, expressly
     provided in the Plan. The Company will not segregate any funds or assets
     for Deferred Benefits or issue any notes or security for the payment of any
     Deferred Benefits. Any reserve or other asset that the Company may
     establish or acquire to assure itself of the funds to provide benefits
     under the Plan shall not serve in any way as security to any Non-Employee
     Director, Beneficiary or other person for the performance of the Company
     under the Plan.

              (c) Other Compensation Arrangements. Benefits received by a
Non-Employee Director pursuant to the provisions of the Plan shall not be
included in, nor have any effect on, the determination of benefits under any
other arrangement provided by the Company.

              (d) Securities Law Restrictions. All certificates for shares of
Common Stock delivered under the Plan shall be subject to such stock-transfer
orders and other restrictions as the Compensation Committee may deem advisable
under the rules, regulations, and other requirements of the Securities and
Exchange Commission or any exchange upon which the Common Stock is then listed,
and any applicable federal or state securities law, and the Compensation
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions. No shares of Common Stock shall
be issued hereunder unless the Company shall have determined that such issuance
is in compliance with, or pursuant to an exemption from, all applicable federal
and state securities laws.

              (e) Expenses. The costs and expenses of administering the Plan
shall be borne by the Company.

              (f) Applicable Law. Except as to matters of federal law, the Plan
and all actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of Connecticut without giving effect to
conflicts of law principles.

              (g) Effective Date. The Plan shall be effective as of the
Effective Date, subject to the approval thereof by the stockholders of the
Company at the next Annual Meeting immediately following the Effective Date.