Exhibit
10.16 Amendment
No. 1
to the
PanAmSat Corporation 
Deferred Compensation Plan WHEREAS, PanAmSat
Corporation (the Company) maintains the PanAmSat
Corporation Deferred Compensation Plan (the Plan); and WHEREAS, Section 9.2 of the
Plan authorizes the Companys Board of Directors (the Board) to amend the
Plan at any time; and WHEREAS, in connection with
the transactions contemplated by the Transaction Agreement, dated April 20,
2004, among Constellation, LLC, the Company, The DIRECTV Group and PAS Merger
Sub, Inc. (the Transaction), the Board wishes to
amend the Plan to allow the amount credited to the Account Balance (as defined
in the Plan) of certain executives of the Company as of the closing of the
Transaction to be notionally invested in common stock of the Company through
the use of deferred stock units. NOW, THEREFORE, the Plan is
amended as follows: I.  By inserting the following new Appendix I to the Plan: Appendix I Investment of Account
Balances
in Deferred Stock Units Notwithstanding any other
terms of the Plan to the contrary, the following provisions shall apply to the
Account Balances of Joseph R. Wright, James B. Frownfelter, James W. Cuminale
and Michael J. Inglese (each, an Executive): (a)           Effective as of the closing of the transactions
contemplated by the Transaction Agreement, dated April 20, 2004, among
Constellation, LLC, the Company, The DIRECTV Group and PAS Merger Sub, Inc.
(the Transaction),
a portion of each Executives Account Balance shall be deemed invested in a number
of Deferred Stock Units
equal to the investment amount set forth in an investment election executed by
an Executive (the Investment Amount),
the form of which is attached to this Appendix as Exhibit A, divided by
the Base Price (as defined in that certain Management Stockholders Agreement
(the Stockholders
Agreement) to be entered into on or prior to the closing of the
Transaction between each Executive and the Company), such number to be adjusted
to take into account any changes in capitalization of the Company.  Each Deferred Stock Unit shall represent the
notional right to receive one share of common stock of the Company (the Common Stock) on the
Settlement Date (as defined in subsection (e) below); provided, however,
that the Board may, in its sole discretion, settle a Deferred Stock Unit in
cash based on the fair market value of the  
   Common Stock on the
Settlement Date.  For the avoidance of
doubt, the Deferred Stock Units shall be settled in Common Stock except to the
extent that the Deferred Stock Units are settled in cash (i) in the discretion
of the Board in accordance with the immediately preceding sentence or (ii) in
accordance with paragraph (d) below. (b)           Following the closing of the Transaction, each Executive
may increase, but not decrease, his Investment Amount by providing the Company
a new investment election which sets forth the cash value he intends to have
deemed invested in additional Deferred Stock Units (the Additional Investment), in which case the
number of additional Deferred Stock Units such Executive will be deemed
invested in will equal the Additional Investment divided by the fair market
value of the Common Stock on the date of such additional deemed investment. (c)           In the event that prior to the Settlement Date, any
dividends on common stock of the Company are paid to stockholders of the
Company, an Executives Account Balance will be credited with an amount equal
to the aggregate dividends that would have been paid on the Common Stock
issuable upon settlement of such Deferred Stock Units if such Deferred Stock
Units had been settled in Common Stock immediately prior to the date on which
any such dividend were paid. (d)           Deferred Stock Units held by an Executive shall be settled
as soon as practicable following the Settlement Date; provided, however,
that if the Deferred Stock Units are to be settled in Common Stock, no such
settlement shall occur prior to a public offering of the common stock (or in
the event an underwriters lock-up applicable to management employees of the
Company is imposed in connection with such public offering, upon expiration of
such lock-up) unless a minimum number of Deferred Stock Units are settled in
cash such that the Executive receives an amount in cash sufficient to pay the
aggregate tax obligation (calculated according to the Corporations minimum
statutory withholding obligations) with respect to the settlement of the
Deferred Stock Units.  In the event that
the put or call rights (as described in the Stockholders Agreement) are exercised
following any termination of employment, Deferred Stock Units subject to such
put or call rights shall be settled in cash at the purchase price applicable to
the put or call right so exercised. (e)           The Settlement Date shall mean the date that an Executive
previously elected to have his Account Balance distributed.  2 
   Exhibit A
to Appendix I Form of
Investment Election Pursuant to the terms of the
PanAmSat Corporation Deferred Compensation Plan, I, ___________________, hereby
irrevocably elect to notionally invest a portion of my Account Balance under
the Plan equal to $___________ in Deferred Stock Units, subject to the terms
and conditions contained in Appendix I to the Plan.  The amounts invested pursuant to this investment election are to
be allocated from the portion of my Account Balance attributable to:              elections made under the
Restoration Plan prior to January 1, 2002 as to $__________; and/or              elections made under the Deferred
Compensation Plan after January 1, 2002 as to $__________. I acknowledge and agree that
as provided under the Plan, in the Board of Directors sole discretion the
Deferred Stock Units may be settled in common stock or in cash.  Name:SS#:Date:  II.  Except as modified by this Amendment No. 1,
all of the terms and conditions of the Plan shall remain valid and in full force
and effect. *               *                *  IN WITNESS WHEREOF, the
undersigned, a duly authorized officer of the Company, has executed this
instrument as of the __ day of July 2004, on behalf of the Board.  By:Name:Title:  3