Exhibit 10.3  EMPLOYMENT AGREEMENT James B. Frownfelter  This
EMPLOYMENT AGREEMENT (the Agreement)
is dated as of August 20, 2004 (the Effective
Date) by and between PanAmSat Corporation (the Company) and James B. Frownfelter (the Executive).  WHEREAS,
Constellation, LLC, a Delaware limited liability company (Constellation) and entities created by or
affiliated with Carlyle Partners III Telecommunications, L.P. and Providence
Equity Partners IV L.P. (together, the Equity
Sponsor Group) have agreed to acquire substantially all of the
outstanding shares of common stock, par value $0.01 per share, of the Company
(the Company Common Stock);  WHEREAS,
as of the Effective Date, the Company desired to employ Executive and to enter
into an agreement embodying the terms of such employment and Executive desired
to accept such employment and enter into such an agreement.  NOW,
THEREFORE, in consideration of the premises and mutual covenants herein and for
other good and valuable consideration, the parties agree as follows:  1.Term of
Employment.  Subject to the
provisions of Section 7 of this Agreement, Executive shall be employed by the
Company, and any of its subsidiaries that the Board of Directors of the Company
(the Board) shall designate
(collectively, the Employer)
for a period commencing on the Effective Date and ending on the first
anniversary thereof (the Initial
Term),on the
terms and subject to the conditions set forth in this Agreement.Following the Initial Term, the
Agreement shall automatically be renewed for additional terms of one year on
each anniversary of the last day of the Initial Term (the Initial Term and any
annual extensions of the term of this Agreement, together, the Employment  Term), subject to Section 7 of this Agreement, unless the
Company gives the Executive written notice of non-renewal at least sixty (60)
days prior to such anniversary.  Any such
written notice of non-renewal shall be deemed to constitute a termination by
the Employer without Cause under Section 7(c) of this Agreement.  2.Position.  a.During the Employment Term,
Executive shall serve as the Executive Vice President and Chief Operating
Officer of the Company and its subsidiaries. 
In such position, Executive shall have such duties and authority as determined
by the Board and commensurate with the position of chief operating officer of a
company of similar size and nature.  b.During the Employment Term,
Executive will devote Executives full business time and best efforts to the
performance of Executives duties hereunder and will not engage in any other
business, profession or occupation for compensation or otherwise which would
conflict or interfere with the rendition of such services either directly or
indirectly,


without the prior
written consent of the Board; provided that nothing herein shall
preclude Executive, subject to the prior approval of the Board, from accepting
appointment to serve on any board of directors or trustees of any business
corporation or any charitable organization; provided in each case in the
aggregate, that such activities do not conflict or interfere with the
performance of Executives duties hereunder or conflict with Section 9.  3.Base Salary.  During the Employment Term, the Company shall
pay Executive a base salary at the annual rate of $448,000, payable in
substantially equal periodic payments in accordance with the Companys
practices for other executive employees, as such practices may be determined
from time to time.  Executive shall be
entitled to such increases in Executives base salary, if any, as may be
determined from time to time in the sole discretion of the Board.  Executives annual base salary, as in effect
from time to time, is hereinafter referred to as the Base Salary.  4.Annual Bonus.  During the Employment Term, Executive shall
be eligible to earn an annual bonus award (an Annual
Bonus), with a target bonus
amount equal to 100% of Executives Base Salary (the Target  Bonus)
upon the Companys achievement of performance targets, pursuant to the terms of
an incentive compensation plan, established by the Board (the Incentive Plan), after consultation with
Executive about such targets, which, for 2004, shall be based upon the existing
performance targets established by the Company in connection with its existing
plan, as equitably adjusted to exclude extraordinary expenses associated with
the Companys transactions with Constellation. 
All Annual Bonus amounts shall otherwise be paid in accordance with the
Companys annual incentive plan or policy. 
For purposes of 2004, Executives Annual Bonus shall be determined and
paid without pro-ration at such time as bonuses in respect of 2004, if any, are
determined and paid.  5.Employee
Benefits; Business Expenses.  a.Employee Benefits.  During the Employment Term, Executive shall
be entitled to participate in the Companys employee benefit and retirement
plans (the Company Plans)
as in effect from time to time as determined by the Board, which provide
certain benefits (collectively the Employee Benefits)
to Executive on a basis commensurate with Executives position with the
Company.  b.D&O
Insurance. 
During any
time period in which the Company maintains directors and officers liability
insurance, the Company shall also obtain for tail insurance coverage
providing, for a period of not less than six (6) years following the date of
Executives termination of employment hereunder, directors and officers
liability coverage with respect to claims arising from facts or events that
occurred prior to such date.  c.Business
Expenses. 
During the
Employment Term, reasonable business expenses incurred by Executive in the
performance of Executives duties hereunder shall be reimbursed by the Company
in accordance with the Companys policies.  6.Equity
Participation.  Executives
equity participation in the Company has been documented pursuant to the 2004
Stock Option Plan for Key Employees of the Company and its Subsidiaries and in
a Management Stockholders Agreement, Stock Option Agreement, Rollover Agreement,
Subscription Agreement and Sale Participation Agreement,  2


each
as executed by the Executive, the Company, and its shareholders, as applicable
(such documents, collectively, the Equity
Documents).  The Company and
Executive each acknowledges that the terms and conditions of the aforementioned
documents govern Executives acquisition, holding, sale or other disposition of
Executives equity in the Company, and Executives and the Companys rights
with respect thereto.  7.Termination.  Executives employment hereunder may be
terminated by either party at any time and for any reason; provided that
Executive will be required to give the Employer at least 60 days advance
written notice of any resignation of Executives employment.  In the event that the Company terminates
Executives employment in accordance with the foregoing sentence the Company
may, in its sole discretion, prohibit Executive from entering the premises of
the Company for all or any portion of the period after giving him notice of
such termination.  Notwithstanding any
other provision of this Agreement, the provisions of this Section 7 shall
exclusively govern Executives rights upon termination of employment with the
Employer; provided, however, that nothing contained in this Section 7
shall diminish Executives rights with respect to the Equity Documents, which
shall continue to govern Executives equity holdings following any termination
in accordance therewith.  a.By the Employer For Cause or By
Executive Resignation Without Good Reason.  (i)The
Employment Term and Executives employment hereunder may be terminated by the
Employer for Cause (as defined below) and shall terminate automatically upon
Executives resignation without Good Reason; provided that Executive
will be required to give the Employer at least 60 days advance written notice
of such resignation.  (ii)For
purposes of this Agreement, Cause
shall mean (A) willful and continued failure to perform his material duties
with respect to the Employer or its subsidiaries which continues beyond 10 days
after a written demand for substantial performance is delivered to the
Executive by the Employer (the Cure Period);
(B) the willful or intentional engaging by the Executive in conduct that causes
material and demonstrable injury, monetarily or otherwise, to the Company or
the Equity Sponsor Group; (C) conviction of, or a plea of nolo contendere to, a crime constituting
(x) a felony under the laws of the United States or any state thereof or (y) a
misdemeanor involving moral turpitude; or (D) a material breach of this
Agreement, Executives management stockholders or other agreements, if any,
including, without limitation, engaging in any action in breach of the restrictive
covenants set forth herein or therein, which continues beyond the Cure Period
(to the extent that, in the Boards reasonable judgment, such breach can be
cured); provided that in connection with any termination for Cause, the
Executive shall be given a statement of the specific reasons constituting the
grounds for termination for Cause and shall have the right to appear before the
Board (with counsel) to respond to allegations of any actions allegedly
constituting Cause prior to any termination by the Board for Cause becoming
effective.  (iii)If
Executives employment is terminated by the Employer for Cause, or if Executive
resigns without Good Reason, Executive shall be entitled to receive:  (A)the
Base Salary through the date of termination;  3


(B)any
Annual Bonus earned but unpaid as of the date of termination for any previously
completed fiscal year;  (C)all accrued but unused
vacation through the date of termination;  (D)reimbursement
for any unreimbursed business expenses properly incurred by Executive in
accordance with Company policy prior to the date of Executives termination;
and  (E)such
Employee Benefits, if any, as to which Executive may be entitled under the
applicable Company Plans upon termination of employment hereunder, (the
payments and benefits described clauses (A) through (E) hereof being referred
to, collectively, as the Accrued Rights).  Following such termination of Executives employment
by the Employer for Cause or resignation by Executive, except as set forth in
this Section 7(a)(iii), Executive shall have no further rights to any
compensation or any other benefits under this Agreement.  b.Disability or Death.  (i)Executives
employment hereunder shall terminate upon Executives death and may be
terminated by the Employer if Executive becomes physically or mentally
incapacitated and is therefore unable for a period of six (6) consecutive
months or for an aggregate of nine (9) months in any eighteen (18) consecutive
month period to perform Executives duties (such incapacity is hereinafter
referred to as Disability).  Any question as to the existence of the
Disability of Executive as to which Executive and the Employer cannot agree
shall be determined in writing by a qualified independent physician mutually
acceptable to Executive and the Employer. 
If Executive and the Employer 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 Disability made in
writing to the Employer and Executive shall be final and conclusive for all
purposes of the Agreement.  (ii)Upon
termination of Executives employment hereunder for either Disability or death,
Executive or Executives estate (as the case may be), within fifteen (15) days
thereafter shall be entitled to receive:  (A)the
Accrued Rights; and  (B)a
pro rata portion of the Annual Bonus, if any, that Executive would have been
entitled to receive pursuant to the Incentive Plan in such year.  Following Executives termination of employment due to
death or Disability, except as set forth in this Section 7(b)(ii), Executive
shall have no further rights to any compensation or any other benefits under
this Agreement.  4


c.By the Employer Without Cause or
by Executive Resignation for Good Reason.  (i)  Executives employment hereunder may be
terminated (A) by the Employer without Cause (which shall not include
Executives termination of employment due to his Disability) or (B) by
Executive for Good Reason (as defined below).  (ii) 
For purposes of this Agreement, Good
Reason shall mean (i) a reduction in the Executive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 Executives base salary is not reduced by
more than 10%, and provided further that in no event shall the Executives base
salary be less than $403,200); (ii) a substantial reduction in the Executives
duties and responsibilities, removal of Executives title or position as
Executive Vice President or Chief Operating Officer (unless promoted) or
Executive reports to anyone other than the Chief Executive Officer or the
Board; or (iii) a transfer of the Executives primary workplace by more than
fifty miles from his workplace as of the Effective Date,provided, that Good Reason shall cease to exist for an
event on the 60th day following the later of its occurrence or
Executives knowledge thereof, unless Executive has given the Employer written
notice thereof prior to such date.  (iii)If
Executives employment is terminated by the Employer without Cause (other than
by reason of death or Disability) or by Executive for Good Reason, subject to
Executives execution of a release of all claims against the Employer,
Executive shall be entitled to receive:  (A)the
Accrued Rights;  (B)subject
to Executives continued compliance with the provisions of Sections 8 and 9,
payment in substantially equal installments of an amount equal to two times the
sum of (x) Executives then Base Salary and (y) the greater of Executives then
Target Bonus or the most recent actual bonus paid, payable over the eighteen
(18) month period following the date of such termination; provided, however,
that the aggregate amount described in this subsection (B) shall be reduced by
the present value of any other cash severance or other similar cash termination
benefits payable to Executive under any other plans, programs or arrangements
of the Company or its affiliates and any amounts owed by Executive to the
Company and any amounts for any loans, or funds advanced, to, Executive; and  (C)continuation
of health and insurance benefits (pursuant to the same benefit plans as in
effect for active employees of the Company) until the earlier to occur of the
end of the twenty-four (24) month period following the date of such termination
(the Severance Period) and the
date on which Executive becomes eligible to receive comparable health and
insurance benefits from any subsequent employer.  Following Executives termination of employment by the
Employer without Cause (other than by reason of Executives death or
Disability) or Executive for Good Reason, except as set forth in this Section
7(c)(iii), Executive shall have no further rights to any compensation or any
other benefits under this Agreement.  5


d.Notice of Termination.  Any purported termination of employment by
the Employer or by Executive (other than due to Executives death) shall be
communicated by written Notice of Termination to the other party hereto in
accordance with Section 12(h) hereof. 
For purposes of this Agreement, a Notice of Termination shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of employment under the provision so indicated.  e.Execution of Release of all
Claims.  Upon termination of Executives employment
for any reason, Executive agrees to execute a release of all claims against the
Company, its Subsidiaries, affiliates, shareholders, directors, officers,
employees, and agents, substantially in the form attached hereto as Exhibit
1.  Notwithstanding anything set forth in
this Agreement to the contrary, upon termination of Executives employment for
any reason, Executive shall not receive any payments or benefits to which he
may be entitled hereunder (other than those which by law cannot be subject to
the execution of a release) (A) if Executive revokes such release or (B) until
eight (8) days after the date Executive signs such release (or until such other
date as applicable law may provide that Executive cannot revoke such release).  8.Non-Competition.  a.Executive acknowledges and
recognizes the highly competitive nature of the businesses of the Employer and
its affiliates and accordingly agrees as follows:  (i)During
the Employment Term and, for a period of eighteen (18) months following the
date Executive ceases to be employed by the Employer (the Restricted Period), Executive will not,
whether on Executives own behalf or on behalf of or in conjunction with any
person, firm, partnership, joint venture, association, corporation or other
business organization, entity or enterprise whatsoever (Person), directly or indirectly solicit
or assist in soliciting in competition with the Employer, the business of any
customer or prospective customer:  (A)with
whom Executive had personal contact or dealings on behalf of the Employer
during the one-year period preceding Executives termination of employment;  (B)with
whom employees reporting to Executive have had personal contact or dealings on
behalf of the Employer during the one year immediately preceding Executives
termination of employment; or  (C)for
whom Executive had direct or indirect responsibility during the one year
immediately preceding Executives termination of employment.  (ii)  During the Restricted Period, Executive will
not directly or indirectly:  (A)engage
in any business that 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 (a Competitive Business);  6


(B)enter
the employ of, or render any services to, any Person (or any division or
controlled or controlling affiliate of any Person) who or which engages in a
Competitive Business, provided that the foregoing shall not prevent you
from being employed by such a competing entity at a non-competing portion of
the entity or the related entities (and owning stock in the competing entity as
a result of a compensation plan), or being employed by any investment,
commercial or merchant banking organization;  (C)acquire
a financial interest in, or otherwise become actively involved with, any
Competitive Business, directly or indirectly, as an individual, partner,
shareholder, officer, director, principal, agent, trustee or consultant; or  (D)interfere
with, or attempt to interfere with, business relationships (whether formed
before, on or after the date of this Agreement) between the Employer or any of
its affiliates and customers, clients, suppliers, partners, members or
investors of the Employer or its affiliates.  (iii)Notwithstanding
anything to the contrary in this Agreement, Executive may, directly or
indirectly own, solely as an investment, securities of any Person engaged in
the business of the Employer or its affiliates which are publicly traded on a
national or regional stock exchange or on the over-the-counter market if
Executive (x) is not a controlling person of, or a member of a group which
controls, such person and (y) does not, directly or indirectly, own 2% or
more of any class of securities of such Person.  (iv)During
the Restricted Period, Executive will not, whether on Executives own behalf or
on behalf of or in conjunction with any Person, directly or indirectly:  (A)solicit
or encourage any employee of the Employer or its affiliates to leave the
employment of the Employer or its affiliates; or  (B)hire
any such employee who was employed by the Employer or its affiliates as of the
date of Executives termination of employment with the Employer or who left the
employment of the Employer or its affiliates coincident with, or within one
year prior to or after, the termination of Executives employment with the
Employer.  (v)  During the Restricted Period, Executive will
not, directly or indirectly, solicit or encourage to cease to work with the
Employer or its affiliates any consultant then under contract with the Employer
or its affiliates.  b.It is expressly understood and
agreed that although Executive and the Employer consider the restrictions
contained in this Section 8 to be reasonable, if a final judicial determination
is made by a court of competent jurisdiction that the time or territory or any
other restriction contained in this Agreement is an unenforceable restriction
against Executive, the provisions of this Agreement shall not be rendered void
but shall be deemed amended to apply as to such maximum time and territory and
to such maximum extent as such court may judicially determine or indicate to be
enforceable.  Alternatively, if any court
of competent jurisdiction finds that any restriction contained in this
Agreement is unenforceable,  7


and such restriction
cannot be amended so as to make it enforceable, such finding shall not affect
the enforceability of any of the other restrictions contained herein.  9.Confidentiality.  a.Executive will not at any time
(whether during or after Executives employment with the Employer) (x) retain
or use for the benefit, purposes or account of Executive or any other Person;
or (y) disclose, divulge, reveal, communicate, share, transfer or provide
access to any Person outside the Employer (other than its professional advisers
who are bound by confidentiality obligations), any non-public, proprietary or
confidential information including without limitation rates, trade secrets,
know-how, research and development, software, databases, inventions, processes,
formulae, technology, designs and other intellectual property, information
concerning finances, investments, profits, pricing, costs, products, services,
vendors, customers, clients, partners, investors, personnel, compensation,
recruiting, training, advertising, sales, marketing, promotions, government and
regulatory activities and approvals  concerning the past, current or future
business, activities and operations of the Employer, its subsidiaries or
affiliates and/or any third party that has disclosed or provided any of same to
the Employer on a confidential basis (Confidential Information) without the prior written
authorization of the Board.  b.Confidential Information shall not include any
information that is (a) generally known to the industry or the public other
than as a result of Executives breach of this covenant or any breach of other
confidentiality obligations by third parties; (b) made legitimately available
to Executive by a third party without breach of any confidentiality obligation;
or (c) required by law to be disclosed; provided that Executive shall
give prompt written notice to the Employer of such requirement, disclose no
more information than is so required, and cooperate with any attempts by the
Employer to obtain a protective order or similar treatment.  c.Except as required by law,
Executive will not disclose to anyone, other than Executives immediate family
and legal or financial advisors, the existence or contents of this Agreement; provided
that Executive may disclose to any prospective future employer the provisions
of Sections 8 and 9 of this Agreement provided they agree to maintain the
confidentiality of such terms.  d.Upon termination of Executives
employment with the Employer for any reason, Executive shall (x) cease and not
thereafter commence use of any Confidential Information or intellectual
property (including without limitation, any patent, invention, copyright, trade
secret, trademark, trade name, logo, domain name or other source indicator)
owned by the Employer, its subsidiaries or affiliates; (y) immediately destroy,
delete, or return to the Employer, at the Employers option, all originals and
copies in any form or medium (including memoranda, books, papers, plans,
computer files, letters and other data) in Executives possession or control
(including any of the foregoing stored or located in Executives office, home,
laptop or other computer, whether or not Employer property) that contain
Confidential Information or otherwise relate to the business of the Employer,
its affiliates and subsidiaries, except that Executive may retain only those
portions of any personal notes, notebooks and diaries that do not contain any
Confidential Information; and (z) notify and fully  8


cooperate with the
Employer regarding the delivery or destruction of any other Confidential
Information of which Executive is or becomes aware.  e.Executive shall not improperly
use for the benefit of, bring to any premises of, divulge, disclose,
communicate, reveal, transfer or provide access to, or share with the Employer
any confidential, proprietary or non-public information or intellectual
property relating to a former employer or other third party without the prior
written permission of such third party. 
Executive hereby indemnifies, holds harmless and agrees to defend the
Employer and its officers, directors, partners, employees, agents and
representatives from any breach of the foregoing covenant.  Executive shall comply with all relevant
written policies and guidelines of the Employer, including regarding the
protection of confidential information and intellectual property and potential
conflicts of interest.  Executive
acknowledges that the Employer may amend any such policies and guidelines from
time to time, and that Executive remains at all times bound by their most
current version.  f.The provisions of this Section 9
shall survive the termination of Executives employment for any reason.  10.Specific
Performance.  Executive
acknowledges and agrees that the Employers remedies at law for a breach or
threatened breach of any of the provisions of Section 8 or Section 9 would be
inadequate and the Employer would suffer irreparable damages as a result of
such breach or threatened breach.  In
recognition of this fact, Executive agrees that, in the event of such a breach
or threatened breach, in addition to any remedies at law, the Employer, without
posting any bond, shall be entitled to cease making any payments or providing
any benefit otherwise required by this Agreement and obtain equitable relief in
the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.  11.Arbitration.  Except as provided in Section 10,
any other dispute arising out of or asserting breach of this Agreement, or any
statutory or common law claim by Executive relating to his employment under
this Agreement or the termination thereof (including any tort or discrimination
claim), shall be exclusively resolved by binding statutory arbitration in
accordance with the Employment Dispute Resolution Rules of the American
Arbitration Association.  Such
arbitration process shall take place in New York, New York.  A court of competent jurisdiction may enter
judgment upon the arbitrators award. 
All costs and expenses of arbitration (including fees and disbursements
of counsel) with respect to issues arising under this Agreement (but not with
respect to any issues relating to any of the Equity Documents) shall be borne
by the Company, regardless of the outcome, unless the arbitrator finally
determines that, in any such action, Executive did not act in good faith in
initiating or pursuing such action.  With
respect to any arbitration arising out of or in connection with the Equity
Documents, all costs and expenses of such arbitration shall be borne by the
respective party incurring such costs and expenses.  12.Miscellaneous.  a.Legal
Fees. 
To the extent not otherwise paid in connection with the negotiation of
any agreement and the Equity Documents for any other senior executive of the
Company, the Company shall reimburse the reasonable legal fees and expenses of
Willkie Farr  9


& Gallagher LLP that Executive incurs
that relate solely to the negotiation of this Agreement and the Equity
Documents prior to the execution thereof. 
The Company shall not reimburse Executive for any other legal fees and
expenses, except as otherwise provided for in Section 11 of this Agreement.  b.Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Connecticut, without
regard to conflicts of laws principles thereof.  c.Entire Agreement/Amendments.  This Agreement contains the entire
understanding of the parties with respect to the employment of Executive by the
Employer.  There are no restrictions,
agreements, promises, warranties, covenants or undertakings between the parties
with respect to the subject matter herein other than those expressly set forth
herein.  This Agreement may not be
altered, modified, or amended except by written instrument signed by the
parties hereto.  d.No Waiver.  The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver of such partys rights or deprive such party of the right thereafter
to insist upon strict adherence to that term or any other term of this
Agreement.  e.Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions of this Agreement shall not be affected thereby.  f.Assignment.  This Agreement, and all of Executives rights
and duties hereunder, shall not be assignable or delegable by Executive; provided,
however, that if Executive shall die, all amounts then payable to
Executive hereunder shall be paid in accordance with the terms of this
Agreement to Executive s devisee, legatee or other designee or, if there be no
such devisee, legatee or designee, to Executives estate.  Any purported assignment or delegation by
Executive in violation of the foregoing shall be null and void ab initio and of no force and
effect.  This Agreement may be assigned
by the Employer to a person or entity which is an affiliate, and shall be
assigned to any successor in interest to substantially all of the business
operations of the Employer.  Upon such assignment,
the rights and obligations of the Employer hereunder shall become the rights
and obligations of such affiliate or successor person or entity.  g.Set Off; Mitigation.  The Employers obligation to pay Executive
the amounts provided and to make the arrangements provided hereunder shall not
be subject to set-off, counterclaim or recoupment, other than amounts loaned or
advanced to Executive by the Company or its affiliates.  Executive shall not be required to mitigate
the amount of any payment provided for pursuant to this Agreement by seeking
other employment or otherwise and the amount of any payment provided for
pursuant to this Agreement shall not be reduced by any compensation earned as a
result of Executives other employment or otherwise.  h.Successors; Binding Agreement.  This Agreement shall inure to the benefit of
and be binding upon the Company, its subsidiaries, Subsidiaries, and the
Executive and any personal or legal representatives, executors, administrators,
successors, assigns, heirs,  10


distributees,
devisees and legatees.  Further, the
Company will require any successor (whether, direct or indirect, by purchase,
merger, consolidation, or otherwise) to all or substantially all of the
business and/or assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place.  As used in this Agreement, Company shall mean the Company and any
successor to its business and/or assets which is required by this Section 12(g)
to assume and agree to perform this Agreement or which otherwise assumes and
agrees to perform this Agreement; provided, however, in the event
that any successor, as described above, agrees to assume this Agreement in
accordance with the preceding sentence, as of the date such successor so
assumes this Agreement, the Company shall cease to be liable for any of the
obligations contained in this Agreement.  i.Notice.  For the purpose of this Agreement, notices
and all other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered by hand or overnight
courier or three days after it has been mailed by United States registered
mail, return receipt requested, postage prepaid, addressed to the respective
addresses set forth below in this Agreement, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.  If to
the Employer:  PanAmSat
Corporation 20 Westport
Road
Wilton, CT 06897 Attention:James
W. Cuminale, Esq.  With a
copy to:  Simpson
Thacher & Bartlett LLP 425
Lexington Avenue New
York, New York 10017 Attention:Alvin
H. Brown, Esq.  If to
Executive:  To the most recent
address of Executive set forth in the personnel records of the Employer.  With a copy to:  Willkie Farr &
Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Attention:Jack
H. Nusbaum, Esq.  j.Executive Representation.  Executive hereby represents to the Employer
that the execution and delivery of this Agreement by Executive and the Employer
and  11


the performance by
Executive of Executives duties hereunder shall not constitute a breach of, or
otherwise contravene, the terms of any employment agreement or other agreement
or policy to which Executive is a party or otherwise bound.  k.Prior Agreements. This Agreement supercedes all
prior agreements and understandings (including verbal agreements) between
Executive and the Employer and/or its affiliates regarding the terms and
conditions of Executives employment with the Employer and/or its affiliates; provided,
however, that the Equity Documents shall govern the terms and conditions
of Executives equity holdings in the Company.  l.Cooperation.  Executive shall provide Executives
reasonable cooperation in connection with any action or proceeding (or any
appeal from any action or proceeding) which relates to events occurring during
Executives employment hereunder.  The
Company will pay all reasonable out of pocket expenses actually incurred by
Executive to provide such cooperation. 
This provision shall survive any termination of this Agreement.  m.Withholding Taxes.  The Employer may withhold from any amounts
payable under this Agreement such Federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.  n.Counterparts.  This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.  o.Excise Taxes.  (i)  Any amount payable to the Executive pursuant
to this Agreement or any other agreement referred to herein that is deemed to
constitute a Parachute Payment (which, for this purpose, shall mean any payment
deemed to constitute a Parachute Payment as defined in Section 280G of the
Internal Revenue Code of 1986, as amended (the Code)), and would result in the imposition on the Executive
of an excise tax under Section 4999 of the Code or any successor statute or
regulation, shall (so long as the Company has no publicly-traded equity
securities) be subject to the approval of the Employers shareholders as of the
date hereof who owned, as of the date hereof, more than 75% of the voting power
of all outstanding stock of the Employer, determined and obtained in a manner
consistent with the methodology described in proposed Treasury Regulation
Section 1.280G-1.  (ii)  If notwithstanding the approval referred to
in clause (i) above, Executive is subject to excise taxes under Section 4999 of
the Internal Revenue Code, thenhe shall be entitled to receive an additional payment (a Gross-Up Payment) in an amount such that
after Executive pays all taxes (including any interest or penalties imposed
with respect to such taxes), including any income taxes and excise taxes
imposed upon the Gross-Up Payment, Executive shall retain an amount of the
Gross-Up Payment equal to the excise taxes imposed.  [Signatures on next page.]  12


IN WITNESS
WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.   PANAMSAT
  CORPORATION:
  EXECUTIVE:/s/ James W.
  Cuminale
  
  /s/ James B.
  FrownfelterJames B.
  FrownfelterBy:
  James W.
  CuminaleExecutive
  Vice President
  & General Counsel  13


Schedule
A  [list of board appointments, etc. to be provided]


Exhibit
1  GENERAL RELEASE  Section 1.Release  For and in consideration of
the payment of the amounts and the provision of the benefits described that
certain Employment Agreement dated as of August 20, 2004 by and between
James B. Frownfelter (the Executive)
and PanAmSat Corporation (the Company) (the Agreement), the Executive hereby agrees on
behalf of himself, his agents, assignees, attorneys, successors, assigns, heirs
and executors, to, and the Executive does hereby, fully and completely forever
release the Company and its respective past, current and future affiliates,
predecessors and successors and all of their respective past and/or present
representatives, administrators, attorneys, insurers and fiduciaries, in their
individual and/or representative capacities (hereinafter collectively referred
to as the Company
Releasees), from any and all causes of action, suits,
agreements, promises, damages, disputes, controversies, contentions,
differences, judgments, claims, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialities, covenants, contracts, variances,
trespasses, extents, executions and demands of any kind whatsoever, which the
Executive or his agents, assignees, attorneys, successors, assigns, heirs and
executors ever had, now have or may have against the Company Releasees or any
of them, in law, admiralty or equity, whether known or unknown to the
Executive, for, upon, or by reason of, any matter, action, omission, course or
thing whatsoever occurring up to the date this General Release is signed by the
Executive.  Without limiting the
generality of the foregoing, the Executive hereby agrees on behalf of himself,
his agents, assignees, attorneys, successors, assigns, heirs and executors, to,
and the Executive does hereby, fully and completely forever release the Company
Releasees and all of their respective past and/or present officers, directors,
partners, members, managing members, managers, employees, agents,
representatives, administrators, attorneys, insurers and fiduciaries, in their
individual and/or representative capacities in connection with or in
relationship to the Executives employment or other service relationship with
the Company, the termination of any such employment or service relationship and
any applicable employment or compensatory arrangement with the Company
(including, without limitation, the Agreement), any exhibits attached thereto,
any amendments thereto, and any other equity or employee benefit plans,
programs, policies or other arrangements), any claims of breach of contract,
wrongful termination, retaliation, fraud, defamation, infliction of emotional
distress or national origin, race, age, sex, sexual orientation, disability,
medical condition or other discrimination or harassment, (such released claims
are collectively referred to herein as the Released Claims); provided that such
Released Claims shall not include any claims to enforce the Executives rights
or obligations under, or with respect to, (i) Section 5(b) or Section 7 of the
Agreement, or (ii) any indemnification provisions in the charter, by-laws or
similar organizational documents of the Company or its subsidiaries of which
Executive is a director or officer, or any directors and officers liability
insurance policy thereof.  Section 2.Waiver.  Notwithstanding the generality of Section 1
above, the Released Claims include, without limitation: (i) any and all claims
relating to base salary or bonus payments or benefits pursuant to the
Agreement, other than those payments and benefits specifically provided for in
Section 7 of the Agreement; (ii) any and all claims under Title VII of


the Civil Rights
Act of 1964, the Age Discrimination in Employment Act of 1967, the Civil Rights
Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act,
Employee Retirement Income Security Act of 1974, the Americans with
Disabilities Act, the Family and Medical Leave Act of 1993, the Fair Employment
and Housing Act, and any and all other federal, state or local laws, statutes,
rules and regulations pertaining to employment or otherwise; and (iii) any
claims for wrongful discharge, breach of contract, fraud, misrepresentation or
any compensation claims or any other claims under any statute, rule or
regulation or under the common law, including compensatory damages, punitive
damages, attorneys fees, costs, expenses and all claims for any other type of
damage or relief.  THIS MEANS THAT, BY SIGNING THIS GENERAL RELEASE, THE
EXECUTIVE WILL HAVE WAIVED ANY RIGHT THE EXECUTIVE MAY HAVE HAD TO BRING A
LAWSUIT OR MAKE ANY CLAIM AGAINST COMPANY RELEASEES BASED ON ANY ACTS OR
OMISSIONS OF COMPANY RELEASEES UP TO THE DATE OF THE SIGNING OF THIS GENERAL
RELEASE.  Section 3.The Executives
Representations and Warranties  The Executive
represents that he has read carefully and fully understands the terms of this
General Release, and that the Executive has been advised to consult with an
attorney and has availed himself of the opportunity to consult with an attorney
prior to signing this General Release. 
The Executive acknowledges and agrees that he is executing this General
Release willingly, voluntarily and knowingly, of his own free will, in exchange
for the payments and benefits described in Section 7 of the Agreement, and that
he has not relied on any representations, promises or agreements of any kind
made to him in connection with his decision to accept the terms of the General
Release.  The Executive further
acknowledges, understands, and agrees that his employment with the Company has
terminated.  The Executive acknowledges that he has been advised that he is entitled
to take at least twenty-one (21) days to consider whether he wants to sign this
General Release and that the Age Discrimination in Employment Act gives him the
right to revoke this General Release within seven (7) days after it is signed,
and the Executive understands that he will not receive any payments under the
Separation Agreement until such seven (7) day revocation period has passed and
then, only if he has not revoked this General Release.  To the extent the Executive has executed this
General Release within less than twenty-one (21) days after its delivery to
him, the Executive hereby acknowledges that his decision to execute this
General Release prior to the expiration of such twenty-one (21) day period was
entirely voluntary, and taken after consultation with and upon the advice of
his attorney.  [Rest of page intentionally left blank]  2


This General
Release is final and binding and may not be changed or modified, except by
written agreement by both of the Company and The Executive.   /s/ James B. FrownfelterJames B. FrownfelterDate:
  August 20, 2004  3