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                                                                   Exhibit 10.83


                              [PANAMSAT LETTERHEAD]



January 29, 2002


[Executive]

Dear _____:

You are a key executive of PanAmSat who holds two separate Change in Control
("CIC") Severance Agreements. One of the Agreements is triggered by a CIC of
Hughes Electronics (the "Hughes Agreement") and the other is triggered by a CIC
of PanAmSat (the "PanAmSat Agreement"). Both Agreements state that the Agreement
"supersedes all previous understandings, commitments or representations
concerning the subject matter hereof."

The following describes how the CIC triggers and the two Agreements will be
administered:

If a Hughes CIC occurs before or without a PanAmSat CIC, the Hughes Agreement
will prevail and the PanAmSat Agreement will be considered null and void.

If the Hughes/EchoStar transaction is cancelled and EchoStar acquires PanAmSat,
or if a PanAmSat CIC occurs without a Hughes CIC, the PanAmSat Agreement will be
triggered and the Hughes Agreement will be considered null and void.

If, for some reason, the conditions of both Agreements are satisfied, then the
January 31, 2001 Agreement signed shall govern and the other Agreement will be
null and void.

If neither CIC occurs, then each Agreement will continue in force until it
terminates, consistent with the "Term" as specified in the Agreement.

Your retention award will be paid as provided in the Retention Agreement.



------------------------------------     ------------------------------------
PanAmSat                                 Hughes Electronics
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                              PANAMSAT CORPORATION
                 EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT

This Executive Change in Control Severance Agreement (the "Agreement") is
entered into this 15th day of October, 2001 by and between PanAmSat Corporation,
a Delaware corporation (together with its successors and assigns, the
"Company"), and ________________ (the "Executive").

WHEREAS the Company desires to incentivize the Executive to provide leadership
and support in the event of any "Change in Control" (as defined below) of the
Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement on
the terms and conditions set forth below. For good and valuable consideration
and the mutual covenants set forth herein, the parties hereto agree as follows:

1.    Definitions. The following terms shall have the meaning set forth below
      for purposes of this Agreement.

      a.    "Cause" means the Executive's: (i) conviction of, or plea of nolo
            contendere to, a felony; (ii) use or sale of illegal drugs; or (iii)
            willful and intentional misconduct, willful neglect or gross
            negligence, in the performance of the Executive's duties, which the
            Company reasonably believes has caused a demonstrable and serious
            injury to the Company, monetary or otherwise; provided, however,
            that such acts or events shall constitute Cause only if the
            Executive is given written notice that the Company intends to
            terminate his employment for Cause, which notice shall specify the
            particular acts or failures to act on the basis of which the
            decision to so terminate employment was made. In the case of a
            termination for Cause as described in clause (iii) above, the
            Executive shall be given the opportunity within 30 days of the
            receipt of such notice to meet with the Company to defend and cure
            such acts or failures to act, prior to termination. The Company may
            suspend the Executive's title and authority pending such meeting,
            and such suspension shall not constitute "Good Reason" (as defined
            below).

      b.    "Change in Control" means (i) a change in ownership of the common
            stock of the Company (note: "common stock of the Company" refers to
            the common stock of Hughes Electronics Corporation, not General
            Motors Corporation, Class H common stock or GMH), whether by sale,
            merger, consolidation or reorganization pursuant to which General
            Motors Corporation (or any entity that succeeds to the auto business
            of General Motors Corporation, e.g., as a result of a spin-off or
            otherwise) does not own directly or indirectly more than 50% of the
            outstanding common stock, in value, of the Company or any successor
            surviving entity; provided, however, that if following any such
            change the Company or its successor is subject to the periodic
            reporting rules of the Securities Exchange Act of 1934 (the
            "Exchange Act"), and no "person" or "group" is the "beneficial
            owner", as each such term is defined for purposes of the Exchange
            Act, of stock representing more than 5% of the outstanding


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            voting power of all classes of stock of the Company, such change in
            ownership shall not constitute a Change in Control for purposes
            hereof;

            (ii) the sale or distribution of all or substantially all of the
            assets of the Company to an unrelated entity or entities or to an
            entity in which General Motors Corporation does not directly or
            indirectly own more than 50% in value of the equity of such entity;
            and

            (iii) a sale or other disposition, or the last sale or other
            disposition to occur in a series of sales and/or other dispositions
            within any 5 year period ("Serial Sales") directly or indirectly by
            the Company of assets constituting one or more discrete business
            units (including any sale through a public offering of shares of
            voting stock of a subsidiary) which accounts for (or in the case of
            stock sold through a public offering, which represents indirect
            ownership on a proportionate basis of such assets accounting for)
            more than 40% of the annual consolidated revenues of the Company and
            its subsidiaries as of the end of the previous fiscal year (in the
            case of Serial Sales, as of the end of the fiscal year immediately
            preceding the year in which the last sale or other disposition
            occurs) as determined in accordance with generally accepted
            accounting principles; provided, however, that, if the Executive is
            not employed substantially exclusively in connection with one or
            more of the discrete businesses involved in such sale(s) or other
            disposition(s), no sale or disposition of assets or stock shall be
            taken into account to the extent that the proceeds of such sale or
            disposition (whether in cash or in-kind) are reinvested or are, in
            the case of proceeds received in-kind, used in the ongoing conduct
            by the Company or one or more of its subsidiaries of the business of
            the Company and/or such subsidiary or subsidiaries; and provided
            further that such a reinvestment shall not be deemed to have
            occurred unless made within 18 months of such sale or disposition;
            and provided further that the term reinvestment shall exclude, inter
            alia, the use of proceeds (x) to repay debt incurred in connection
            with the operation of the business in which the assets sold or
            disposed of were used or (y) to pay dividends.

            (iv) in addition to the events described in subsection (iii), it
            shall be a "Change in Control" for purposes hereof for any Executive
            who is employed substantially exclusively in the business of a
            Designated Business Unit, as hereinafter defined, if an event
            described in subsection (iii) shall occur, except that for purposes
            of this subsection (iv), references in subsection (iii) to the
            "Company" shall be deemed to refer to the Designated Business Unit
            in the business of which the Executive is principally employed. A
            Change in Control described in this subsection (iv) shall apply only
            to an Executive employed substantially exclusively by the affected
            Designated Business Unit. For purposes of this subsection (c)(iv),
            "Designated Business Unit" shall mean PanAmSat, DIRECTV, Hughes
            Network Systems, Galaxy Latin America and any other business unit
            identified as a Designated Business Unit by the Company from time to
            time.

            (v) any provision of the foregoing to the contrary notwithstanding,
            the reorganization of the Company involving the disposition of its
            satellite


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            systems businesses shall not constitute a Change in Control, for
            purposes hereof.

      c.    "Code" means the Internal Revenue Code of 1986, as amended.

      d.    "Good Reason" means any of the following events occurring within
            three (3) years following a Change in Control:

            (i)   without the Executive's written consent, (A) any reduction in
                  the amount of the Executive's annual base salary, (B) any
                  reduction in the Executive's aggregate incentive compensation
                  opportunities, (C) any reduction in the aggregate value of the
                  Executive's benefits (other than incentive compensation
                  opportunities in clause (B) above) as in effect from time to
                  time (unless such reduction is pursuant to a general change in
                  benefits applicable to all similarly situated employees of the
                  Company and its affiliates), (D) any failure of the Company to
                  pay any compensation to Executive when due, or (E) any
                  material and willful breach by the Company of a written
                  employment agreement with the Executive;

            (ii)  a significant reduction or modification, without the
                  Executive's written consent, in the Executive's duties,
                  responsibilities (including, without limitation, reporting
                  responsibilities), or authority from that immediately prior to
                  a Change in Control; or

            (iii) without the Executive's written consent, a transfer of the
                  Executive's principal place of employment to a location more
                  than fifty (50) miles from the Executive's principal place of
                  employment immediately prior to the Change in Control;
                  provided that the distance between the new principal place of
                  employment and the Executive's primary residence is greater
                  than ten (10) miles more than the distance between the
                  principal place of employment prior to such transfer and the
                  Executive's primary residence immediately prior to the Change
                  in Control; provided further that this clause (iii) shall not
                  apply in the event that (A) Executive's principal place of
                  employment immediately prior to the Change in Control was
                  located in Fairfield County, Connecticut, and (B) Executive's
                  new principal place of employment is located in the borough of
                  Manhattan in the City and State of New York.

                  Notwithstanding the above, the occurrence of any of the events
                  described in (i), (ii) or (iii) above will not constitute Good
                  Reason unless the Executive gives the Company written notice,
                  within 30 calendar days after the Executive knew of the
                  occurrence of any of the events described in (i), (ii) or
                  (iii) above, that such event constitutes Good Reason, and the
                  Company thereafter fails to cure the event within (30) days
                  after receipt of such notice.


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      e.    "Involuntary Termination" means (i) termination of the Executive's
            employment by the Company without Cause or (ii) termination of the
            Executive's employment by the Executive for Good Reason.

      f.    "Term" means the period commencing on the date of this Agreement and
            continuing for 3 years.

2.    Accrued Compensation and Severance Benefits.

2.1   Involuntary Termination of Employment. In the event that within three (3)
      years following a Change in Control, an Involuntary Termination of
      Executive's employment with the Company occurs, the Executive shall be
      entitled to (i) payment of accrued compensation pursuant to Section 2.2,
      (ii) payment of severance compensation pursuant to Section 2.3, and (iii)
      receipt of other benefits pursuant to Section 2.4.

2.2   Accrued Compensation. The accrued compensation to which the Executive is
      entitled pursuant to Section 2.1 shall be as follows:

      a.    an amount equal to the Executive's unpaid annual base salary earned
            as of the date of Involuntary Termination;

      b.    an amount equal to the higher of (x) the Executive's unpaid targeted
            annual bonus established for the fiscal period in which the
            Involuntary Termination occurs or (y) the actual bonus paid or
            payable to the Executive in respect of the most recent full fiscal
            year of the Company, in each case multiplied by a fraction, the
            numerator of which is the number of days elapsed in the current
            fiscal period to the date of Involuntary Termination, and the
            denominator of which is 365; and

      c.    an amount equal to the Executive's accrued balance under the
            Company's "Paid Time Off" program (or successor or replacement
            program), calculated based on the Executive's annual base salary;
            provided, that in the event of an Involuntary Termination for Good
            Reason under Section 1(d)(i)(A) above, the annual base salary amount
            used for the foregoing calculation shall be that annual base salary
            amount in effect immediately prior to any reduction thereof.

2.3   Amount of Severance Compensation.

      a.    The amount of severance compensation (the "Severance Compensation")
            to which the Executive is entitled pursuant to Section 2.1 shall be
            equal to two ("2") times the sum of (i) the Executive's annual base
            salary for the year in which the Involuntary Termination occurs plus
            (ii) the higher of (x) the Executive's targeted annual bonus
            established for the fiscal period in which the Involuntary
            Termination occurs or (y) the actual bonus paid or payable to the
            Executive in respect of the most recent full fiscal year of the
            Company; provided, that in the event of an Involuntary Termination
            for Good Reason under Section 1(d)(i)(A) and/or (B) above, the
            annual base salary and targeted


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            bonus amounts used for the foregoing calculation shall be those
            annual base salary and targeted bonus amounts in effect immediately
            prior to any reduction thereof. Payment of the Severance
            Compensation shall be conditioned upon receipt of a written release
            by the Executive of any known or unknown claims against the Company
            or its subsidiaries, except those arising under this Agreement or
            any other written plan or agreement, which shall be specifically
            noted in such release. Such release shall be substantially in the
            form attached hereto as Annex A. Payment of the Severance
            Compensation shall be made within ten (10) days following the
            effective date of such written release. Such Severance Compensation
            shall be in lieu of any other payments or benefits in the nature of
            severance pay or benefits which the Executive has received or will
            receive from the Company or any of its affiliates including, without
            limitation, payments under another severance plan or any severance
            agreement between the Company and the Executive. Any other
            arrangement, plan or program providing severance benefits shall be
            deemed to be amended to eliminate any obligation for benefits to be
            provided thereunder. If the Executive is entitled to any notice or
            payment in lieu of any notice of termination of employment required
            by Federal, state or local law, including but not limited to the
            Worker Adjustment and Retraining Notification Act, the Severance
            Compensation to which the Executive would otherwise be entitled
            under this Agreement shall be reduced by the amount of any such
            payment, in lieu of notice.

      b.    The Executive shall not be entitled to Severance Compensation
            hereunder for more than one position with the Company and its
            affiliates, therefore, there shall be no duplication of severance
            benefits in this regard.

      c.    The Executive's Severance Compensation under this Agreement shall
            not be reduced by the amount of any salary or bonus paid or payable
            by any employer of the Executive for any period after termination of
            Executive's employment with the Company. The Executive shall not be
            obligated to secure new employment, but shall be obligated to report
            promptly to the Company any actual employment obtained during the
            period for which employee benefits continue pursuant to Section 2.4.

2.4   Other Benefits.

      a.    Any unvested stock options, restricted stock units and other awards
            ("Stock Awards") granted prior to the Change in Control under the
            Company's Long-Term Stock Incentive Plan (or successor or
            replacement plan) (the "Plan") held by the Executive shall
            immediately become vested and exercisable, and any restrictions
            thereon shall lapse, upon the Change in Control, and, to the extent
            such Stock Awards are assumed, substituted or continued, following
            any Involuntary Termination such Stock Awards shall be exercisable
            under the terms and conditions of the Plan and any award agreements
            thereunder for a period equal to the lesser of (i) five years from
            the date of the Executive's Involuntary Termination or (ii) the term
            of such Stock Award.


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      b.    The Executive and the Executive's dependents shall be entitled to
            participate on the same basis as active employees and their
            dependents, respectively, in the Company's group health, dental and
            life insurance plans (including premium payments and credit dollars
            paid by the Company), or the Company shall make available comparable
            benefits (but not any other welfare benefit plans or any retirement
            plans, except as described below) for a period of two ("2") years
            following a termination of employment described in Section 2.1 and
            provided that the coverage provided under this Agreement is subject
            to any limitations under the terms of any applicable contract with
            an insurance carrier or third party administrator, except such
            coverage shall expire if the Executive becomes eligible for
            comparable coverage under a plan of another employer. Nothing herein
            shall be deemed to restrict the right of the Company from amending
            or terminating any such plan in a manner generally applicable to
            similarly situated active executives employed by the Company and its
            affiliates, in which event the Executive shall be entitled to
            participate on the same basis (including payment of applicable
            contributions) as similarly situated active executives employed by
            the Company and its affiliates.

      c.    The Executive shall be entitled to reimbursement for actual payments
            made for professional outplacement services, not to exceed $25,000.

      d.    The Executive shall be entitled to reimbursement for all outstanding
            unreimbursed business expenses properly incurred by Executive prior
            to the Involuntary Termination pursuant to the Company's policy
            therefor in effect at the time such expenses were incurred.

3.    Excise Taxes.

      a.    Anything in this Agreement to the contrary notwithstanding and
            except as set forth below, if it is determined that any payment,
            benefit or distribution by the Company to or for the benefit of
            Executive (whether paid or payable or distributed or distributable
            pursuant to the terms of this Agreement or any other agreement, plan
            or program of the Company, but determined without regard to any
            additional payments required under this Section 3) (each of such
            payments, benefits and distributions, a "Payment") is subject to the
            excise tax imposed by Section 4999 of the Code or any similar
            federal, state or local law, or any interest or penalties are
            incurred by Executive with respect to such excise tax (such excise
            tax, together with any such interest and penalties, are hereinafter
            collectively referred to as the "Excise Tax"), then the Company
            shall pay the Executive an additional cash payment (a "Gross-Up
            Payment") in an amount such that after payment by Executive of all
            taxes (including any interest or penalties imposed with respect to
            such taxes), including, without limitation, any income taxes (and
            any interest and penalties imposed with respect thereto) and Excise
            Tax imposed upon the Gross-Up Payment, Executive retains an amount
            of the Gross-Up Payment equal to the Excise Tax imposed upon the
            Payments. Notwithstanding the foregoing provisions of this paragraph
            "a", if it is determined that Executive is entitled to a Gross-Up
            Payment, but that Executive, after taking into account the Payments
            and the Gross-Up Payment, would not receive a net after-tax benefit
            of at least


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            $50,000 (taking into account both income taxes and any Excise Tax)
            as compared to the net after-tax proceeds to Executive resulting
            from an elimination of the Gross-Up Payment and a reduction of the
            payments, in the aggregate, to an amount (the "Reduced Amount") such
            that the receipt of Payments would not give rise to any Excise Tax
            then no Gross-Up Payment shall be made to Executive and the
            Payments, in the aggregate, shall be reduced to the Reduced Amount.

      b.    Subject to the provisions of paragraph "a", all determinations
            required to be made under this Section 3, including whether and when
            a Gross-Up Payment is required and the amount of such Gross-Up
            Payment and the assumptions to be utilized in arriving at such
            determination, shall be made by a nationally recognized certified
            public accounting firm selected by the Company (the "Accounting
            Firm") which shall be retained to provide detailed supporting
            calculations both to the Company and Executive within fifteen (15)
            business days of the receipt of notice from Executive that there has
            been a Payment, or such earlier time as is required by the Company.
            All fees and expenses of the Accounting Firm shall be borne solely
            by the Company. Any Gross-Up Payment, as determined pursuant to this
            Section 3, shall be paid by the Company to Executive within five (5)
            business days of the receipt of the Accounting Firm's Determination.
            Any Determination by the Accounting Firm shall be binding upon the
            Company and the Executive. As a result of the uncertainty in the
            application of Section 4999 of the Code at the time of the initial
            Determination by the Accounting Firm hereunder, it is possible that
            Gross-Up Payments which will not have been made by the Company
            should have been made ("Underpayment"), consistent with the
            calculations required to be made hereunder. If the Company exhausts
            its remedies pursuant to paragraph "c" below and Executive
            thereafter is required to make a payment of any Excise Tax, the
            Accounting Firm shall determine the amount of the Underpayment that
            has occurred and any such Underpayment, together with interest
            thereon at the Interest Rate, shall be promptly paid by the Company
            to or for the benefit of Executive.

      c.    Executive shall notify the Company in writing of any claim by the
            Internal Revenue Service that, if successful, would require the
            payment by the Company of the Gross-Up Payment. Such notification
            shall be given as soon as practicable but no later than twenty (20)
            business days after Executive is informed in writing of such claim
            and shall apprise the Company of the nature of such claim and the
            date on which such claim is requested to be paid or appealed.
            Executive shall not pay such claim prior to the expiration of the
            thirty (30) day period following the date on which it gives such
            notice to the Company (or such shorter period ending on the date
            that any payment of taxes with respect to such claim is due). If the
            Company notifies Executive in writing prior to the expiration of
            such period that it desires to contest such claim, Executive shall:

            (a)   give the Company any information reasonably required by the
                  Company relating to such claim;


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            (b)   take such action in connection with contesting such claims as
                  the Company shall reasonably request in writing from time to
                  time, including, without limitation, accepting legal
                  representation with respect to such claim by an attorney
                  reasonably selected by the Company;

            (c)   cooperate with the Company in good faith in order to
                  effectively contest such claim; and

            (d)   permit the Company to participate in any proceedings relating
                  to such claim;

            provided, however, that the Company shall bear and pay directly all
            costs and expenses (including additional interest and penalties)
            incurred in connection with such contest and shall indemnify and
            hold Executive harmless, on an after-tax basis, for any Excise Tax
            or income tax (including interest and penalties with respect
            thereto) imposed as a result of such representation and payment of
            costs and expenses. Without limitation on the foregoing provisions
            of this paragraph "c", the Company shall control all proceedings
            taken in connection with such contest and, at its sole option, may
            pursue or forgo any and all administrative appeals, proceedings,
            hearings and conferences with the taxing authority in respect of
            such claim and may, at its sole option, either direct Executive to
            pay the tax claimed and sue for a refund or to contest the claim in
            any permissible manner, and Executive agrees to prosecute such
            contest to a determination before any administrative tribunal, in a
            court of initial jurisdiction and in one or more appellate courts,
            as the Company shall determine; provided, however, that if the
            Company directs Executive to pay such claim and sue for a refund,
            the Company shall advance the amount of such payment to Executive,
            on an interest-free basis, and shall indemnify and hold Executive
            harmless, on an after-tax basis, from any Excise Tax or income tax
            (including interest or penalties with respect thereto) imposed with
            respect to such advance or with respect to any imputed income with
            respect to such advance; and further provided that any extension of
            the statute of limitations relating to payment of taxes for the
            taxable year of Executive with respect to which such contested
            amount is claimed to be due is limited solely to such contested
            amount. Furthermore, the Company's control of the contest shall be
            limited to issues with respect to which a Gross-Up Payment would be
            payable hereunder, and Executive shall be entitled to settle or
            contest, as the case may be, any other issue raised by the Internal
            Revenue Service or any other taxing authority.

      d.    If, after the receipt by Executive of an amount advanced by the
            Company pursuant to paragraph "c" above, Executive becomes entitled
            to receive any refund with respect to such claim, Executive shall
            (subject to the Company's complying with the requirements of
            paragraph "c" above) promptly pay to the Company the amount of such
            refund (together with any interest paid or credited thereon after
            taxes applicable thereto). If after the receipt by Executive of any
            amount advanced by the Company pursuant to paragraph "c" above, a
            determination is made that Executive shall not be entitled to any
            refund with respect to such claim and the Company does not notify
            Executive


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            in writing of its intent to contest such denial of refund prior to
            the expiration of 30 days after such determination, then such
            advance shall be forgiven and shall not be required to be repaid and
            the amount of such advance shall offset, to the extent thereof, the
            amount of Gross-Up Payment required to be paid. In the event that
            any taxing authority determines that any additional Excise Tax is
            owed, then the Company shall pay an additional Gross Up Amount to
            the Executive in a manner consistent with this Section 3 with
            respect to such additional Excise Tax and any assessed interest,
            fines and penalties.

4.    Claims & Arbitration.

4.1   Arbitration of Claims. After exhausting administrative remedies provided
      in applicable plans, if any, Executive shall settle by arbitration any
      dispute or controversy arising in connection with this Agreement, whether
      or not such dispute involves a plan subject to the Employee Retirement
      Income Security Act of 1974, as amended ("ERISA"). Such arbitration
      (including, without limitation, the selection of arbitrators) shall be
      conducted in accordance with the employment rules of the American
      Arbitration Association before a panel of three arbitrators sitting in New
      York, New York. The Company and Executive agree that the arbitrators shall
      be empowered to enter an equitable decree mandating enforcement of the
      terms of this Agreement. The award of the arbitrators shall be final and
      non-appealable, and judgment may be entered on the award of the
      arbitrators in any court having proper jurisdiction. All expenses of such
      arbitration shall be borne by the Company in accordance with Section 4.2
      hereof.

4.2   Payment of Legal Fees and Costs. The Company agrees to pay as incurred, to
      the full extent permitted by law, all legal fees and related expenses
      which Executive may reasonably incur as a result of any contest
      (regardless of the outcome thereof) by the Company, Executive or others of
      the validity or enforceability of, or liability under, any provision of
      this Agreement of any guarantee of performance thereof (including as a
      result of any contest by Executive about the amount of payment pursuant to
      this Agreement), plus in each case interest on any delayed payment at the
      applicable federal rate provided for in Section 7872 (f) (2) (A) of the
      Code.

4.3   Agent for Service of Legal Process. Service of legal process with respect
      to a claim under this Agreement shall be made upon the General Counsel of
      the Company.

5.    Tax Withholding. All payments to the Executive under this Agreement will
      be subject to the withholding of all applicable federal, state and local
      employment and income taxes.

6.    Employment Rights. This Agreement shall not confer upon the Executive any
      right to the continuation of employment with the Company.

7.    a.    Confidential Information, Non-Solicitation and Non-Compete.
            Notwithstanding anything to the contrary in this Agreement, payment
            shall be subject to the satisfaction by the Executive of the
            conditions precedent that the Executive: (i) refrain from engaging
            in any activity which, in the opinion of the Company, is competitive
            with any activity of GM, Hughes or any of their


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            respective subsidiaries, which shall be defined to include, but is
            not limited to, accepting employment with a competitor or otherwise
            providing services outside of GM, Hughes or any of their respective
            subsidiaries, or establishing a competing business for a period of
            two years following termination without the Company's prior written
            consent where it is reasonably determined by the Company, after
            considering the nature and extent of the employment/services/
            business, and the geographical region and the duration of time from
            the Executive's separation from employment, that the Executive is
            likely to disclose or utilize confidential or proprietary
            information (including trade secrets) in the employment, business or
            when providing the services, (ii) refrain from otherwise acting,
            either prior to or after termination of employment, in any manner
            which is in any way contrary to the best interests of GM, Hughes,
            or any of their respective subsidiaries, (iii) maintain the
            confidentiality of all proprietary, sensitive or confidential
            Company information obtained while the Company employed you, and
            (iv) not solicit or hire or participate in an employer's hire of the
            Company's employees for employment outside of the Company for a
            period of two years following termination, and (v) assign to the
            Company all rights to any invention Executive has developed or will
            develop relating at the time of conception or reduction to practice
            to GM, Hughes, or any of their respective subsidiaries' business, or
            resulting from work Executive performed, and (vi) furnish to the
            Company such information with respect to the satisfaction of the
            foregoing conditions precedent.

      b.    Executive Cooperation. For a period of two years following
            termination, the Executive agrees to assist the Company without
            further compensation with respect to any business matters that may
            arise that involved the Executive during the course of employment
            with the Company. The Executive shall be entitled to reimbursement
            of reasonable expenses.

      c.    General Release and Waiver. In exchange for the benefits provided
            under this Agreement, the Executive will sign a General Release and
            Waiver of Claims upon Separation. No payments under this Agreement
            will begin until the effective date of the General Release and
            Waiver of Claims.

      d.    Confidentiality. The Executive agrees to hold his or her
            participation in the Agreement confidential. The Executive may
            disclose the Agreement to immediate family, and personal legal,
            financial and tax counsel. The Company may disclose the Agreement as
            required by the needs of the business.

8.    PAS Omits "Unsecured General Creditor". Executives and their
      beneficiaries, heirs, successors and assigns shall have no legal or
      equitable rights, interests or claims in any property or assets of the
      Company. For purposes of the payment of benefits under this Agreement, any
      and all of the Company's assets shall be, and remain, the general,
      unpledged unrestricted assets of the Company. The Company's obligation
      under the Agreement shall be merely that of an unfunded and unsecured
      promise to pay money in the future.


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9.    Company Liability. The Company's liability for the payment of benefits
      shall be defined only by the Agreement. The Company shall have no
      obligation to an Executive under the Agreement except as expressly
      provided in the Agreement.

10.   Nonassignability. Neither an Executive nor any other person shall have any
      right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
      otherwise encumber, transfer, hypothecate, alienate or convey in advance
      of actual receipt, the amounts, if any, payable hereunder, or any part
      thereof, which are, and all rights to which are expressly declared to be,
      unassignable and non-transferable. No part of the amounts payable shall,
      prior to actual payment, be subject to seizure, attachment, garnishment or
      sequestration for the payment of any debts, judgments, alimony or separate
      maintenance owed by an Executive or any other person, be transferable by
      operation of law in the event of an Executive's or any other person's
      bankruptcy or insolvency or on dissolution of the Executive's marriage.

11.   Severability. In the event that any provision or portion of this Agreement
      shall be determined to be invalid or unenforceable for any reason, the
      remaining provisions of this Agreement shall be unaffected thereby and
      shall remain in full force and effect.

12.   Successors and Assigns. This Agreement shall be binding upon and inure to
      the benefit of the Company and any successors and assigns of the Company.
      The Company will require any successor to or assignee of all or
      substantially all of the business and/or assets of the Company to
      expressly assume and agree to perform this Agreement in the same manner
      and to the same extent that the Company would be required to perform if no
      succession or assignment had taken place.

13.   Notices. Any notice required under this Agreement shall be in writing and
      shall be delivered by certified mail return receipt required to each of
      the parties as follows:

                  To the Executive:



                  To the Company:   PanAmSat Corporation
                                    20 Westport Road
                                    Wilton, CT  06897
                                    Attn:  General Counsel

      or to such other address as either party shall have furnished to the other
      in writing in accordance herewith.

14.   Governing Law. The provisions of this Agreement shall be construed in
      accordance of the laws of the state of New York (without regard to
      principles of conflict of laws), to the extent not preempted by ERISA.

15.   Miscellaneous. This Agreement may not be amended or modified in any way,
      and none of its provisions may be waived, except by a writing signed by an
      authorized officer of the party against whom the amendment, modification
      or waiver is sought to


                                       11
<PAGE>
      been enforced. This Agreement constitutes the entire agreement between the
      parties, and supersedes all previous understandings, commitments or
      representations concerning the subject matter hereof. This Agreement may
      be executed in several counterparts, each of which shall be deemed an
      original, and all such counterparts together shall constitute but one and
      the same instrument.


IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement
as of the date and year first above written.

                                          "Executive"


                                          -------------------------------------


                                          "Company"
                                          PANAMSAT CORPORATION

                                          By:
                                             ----------------------------------
                                          Name:
                                               --------------------------------
                                          Title:
                                                -------------------------------


                                      HUGHES ELECTRONICS CORPORATION


                                          -------------------------------------


                                       12
<PAGE>
                                     ANNEX A

                            GENERAL RELEASE OF CLAIMS

            In consideration of the payments made by the Company to you,
pursuant to Section 2.3 of the Executive Change in Control Severance Agreement
(the "Agreement") between you and PanAmSat Corporation (the "Company"), dated as
of October 15, 2001, you agree to enter into this release (the "Release")
releasing the Company from any and all claims which you may have against it.

            1. General. For purposes of this Release, the "Released Parties"
means, individually and collectively, the Company, its present, former and
future shareholders, partners, limited partners, affiliates, parents,
subsidiaries, successors, directors, officers, employees, agents, attorneys,
successors and assigns.

            (a) General Waiver and Release. In exchange for the consideration
set forth herein, the receipt and adequacy of which are herein acknowledged, and
intending to be legally bound hereby, you do hereby release and forever
discharge the Released Parties from any and all claims, actions, causes of
action, suits, costs, controversies, judgments, decrees, verdicts, damages,
liabilities, attorneys' fees, covenants, contracts, and agreements that you may
have against the Released Parties based on (i) any event occurring during the
term of your employment with the Company arising out of your employment
relationship with or service as an employee or officer of the Company or the
termination of such relationship or service or (ii) any event, condition,
circumstance or obligation that occurred, existed or arose on or prior to the
date you sign this Agreement, including, but not limited to, any claims arising
under Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973,
the Americans with Disabilities Act of 1990, the Civil Rights Act of 1866, the
Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974,
the Family Medical Leave Act of 1993, the California Fair Employment and Housing
Act, the California Workers' Compensation Act, the California Unruh and Ralph
Civil Rights Laws, the California Alcohol and Drug rehabilitation Law,1 or any
other federal or state or local law or any foreign jurisdiction, whether such
claim arises under statute, common law or in equity, and whether or not you are
presently aware of the existence of such claim, damage, action or cause of
action, suit or demand (collectively, including claims, actions and causes of
action set forth in Section 1(b) below, the "Claims"). You also do forever
release, discharge and waive any right you may have to recover in any proceeding
brought by any federal, state or local agency against the Released Parties to
enforce any laws. You agree that the payment received as set forth in Section
2.3 of the Agreement shall be in full satisfaction of any and all claims,
actions or causes of action for payment or other benefits of any kind that you
may have against the Released Parties.

            (b) ADEA Release.2 In further recognition of the above, you hereby
release and forever discharge the Released Parties from any and all claims,
actions and causes of action that you may have as of the date you sign this
Release arising under the federal Age Discrimination in Employment Act of 1967,
as amended, and the applicable rules and regulations promulgated thereunder
("ADEA").


------------
1     Titles of similar applicable laws in jurisdiction of Executive's primary
      residence to be inserted.

2     Section 1(b) to be omitted if Executive is under the age of 40 years at
      the date of Involuntary Termination.


                                       13
<PAGE>
            (c) No Impact on Obligations Under The Agreement or Company
Indemnification. The releases contained in this Section 1 do not, are not
intended to and shall not be interpreted to serve as a release or waiver by you
with respect to (i) your to rights under the Agreement, and (ii) any
indemnification obligations that the Company may have in connection with your
employment with the Company.

            (d) No Pending Litigation. You hereby represent and agree that you
have not filed, and will not file, any action, complaint, charge, grievance or
arbitration against any Released Party.

            (e) No Right to Commence any Legal Action. You will not commence or
join any legal action, which term includes, without limitation, any demand for
arbitration proceedings and any complaint to any federal, state or local agency,
court or other tribunal, to assert any Claim released by you under Section 1
against a Released Party. If you commence or join any such legal action against
a Released Party, you will promptly indemnify such Released Party for its
reasonable costs and attorneys' fees incurred in defending such action as well
as any monetary judgment obtained by you against any Released Party in such
action.

            (f) To ensure that this Release is fully enforceable in accordance
with its terms, you hereby agree to waive any and all rights of Section 1542 of
the California Civil Code (to the extent applicable) as it exists from time to
time or a successor provision thereto, which provides:

            A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
            NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
            THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
            SETTLEMENT WITH THE DEBTOR.

In addition, to ensure that this Release is fully enforceable in accordance with
its terms, you agree to waive any protection that may exist under any comparable
or similar state and under any principle of common law of the United States or
any and all states.

            (g) Acknowledgment.3 By signing this Release, you hereby acknowledge
and confirm that you are providing the release and discharge set forth in this
Section 1 in exchange for consideration in addition to anything of value to
which you are already entitled. By signing this Release, you hereby acknowledge
and confirm that (i) you are hereby advised in writing by the Company in
connection with the terms of this Release to consult with an attorney of your
choice prior to signing the Release and to have such attorney explain to you the
terms of the Release, including, without limitation, the terms relating to your
release of Claims arising under ADEA; (ii) you have read the Release carefully
and completely and understand each of the terms thereof; and (iii) you were
given not less than twenty-one (21) days to consider the terms of the Release
and to consult with an attorney of your choosing with respect thereto, and that
for a period of seven (7) days following your signing of this Release, you have
the option to revoke this Release (Effective Date).


-------------
3     Section 1(g) to be omitted if Executive is under the age of 40 years at
      the date of Involuntary Termination.


                                       14
<PAGE>
            2. Confidentiality Agreement. You agree that you will not disclose
or divulge either directly or indirectly, the fact of or terms of this Release
to any organization, form of media, person, individual, or employee or
ex-employee of the Released Parties, except that you may disclose the terms of
this Release to your lawyer, accountant and members of your immediate family
provided that they agree to be bound by the terms of this Section 2. You may
also disclose this Release pursuant to legal process; provided that you provide
the Company with written notice at least 5 business days prior to such
disclosure. You understand that any breach of this Section 2 by you or any of
the individuals to whom you are permitted to disclose it will be considered
material and you will be required to return the payments set forth in Section
2.3 of the Agreement to the Company upon any such breach.

            3. Disclaimer. You expressly warrant that in entering into this
Release, you have received the benefit of advice of counsel of your own choosing
and that no promise or representation of any kind or character has been made by
the Released Parties or by anyone acting on their behalf, except as expressly
stated in this Release.

            4. Governing Law. This Release will be governed and construed in
accordance with the laws of the State of New York, without regard to conflicts
of law principles.

            5. Severability of Clauses. If any term or provision of this Release
will be determined to be invalid or unenforceable to any extent or in any
application, then, at the election of Released Parties in their sole discretion,
the remainder of this Release will not be affected thereby and will be valid and
enforceable

            6. Successors and Assigns. The rights and obligations under this
Release shall inure to any and all successors and assigns of the Company.

            7. Incorporation by Reference. The terms and conditions of the
Agreement are incorporated herein by reference.


            Your signature on the line below constitutes your agreement to the
terms and conditions of this Release.


                                    ACCEPTED AND AGREED:



                                    -------------------------------------------
                                    [NAME]

                                    Dated:
                                          -------------------------------------


                                       15