Exhibit 10.19 [PANAMSAT
CORPORATION] August
20, 2004 Michael J. Inglese 252 Rocky Rapids Road Stanford, CT  06903  Dear Mr. Inglese:  Reference
is made to that certain PanAmSat Corporation Executive Change in Control
Severance Agreement (the Agreement), entered into as of October 15,
2002, between yourself and PanAmSat Corporation (the Company). This
is to confirm our understanding that the Company will continue to provide
severance payments available to you pursuant to the Agreement until its
expiration.  Following the expiration of
the Agreement, if you are terminated by the Company without Cause (as defined
below) or you terminate your employment with the Company for Good Reason (as
defined below), then you shall be entitled to receive the severance payments
and benefits set forth in the Agreement, except that all references to a two
times multiplier shall be changed to a one times multiplier. For
purposes of this letter agreement, Cause shall mean: (i) willful and
continued failure to perform your material duties with respect to the Company
or it subsidiaries which continues beyond 10 days after a written demand for
substantial performance is delivered to you by the Company (the Cure Period);
or (ii) the willful or intentional engaging by you in conduct that causes
material and demonstrable injury, monetarily or otherwise, to the Company,
Constellation, LLC and their respective affiliates; or (iii) conviction of, or
a plea of nolo contendere to, a
crime constituting (A) a felony under the laws of the United States or any
state thereof or (B) a misdemeanor involving moral turpitude; or (iv) a
material breach of your management stockholders or other agreements, if any,
including, without limitation, engaging in any action in breach of the
restrictive covenants as set forth above, which continues beyond the Cure
Period (to the extent that, in the Board of Directors reasonable judgment,
such breach can be cured).  In
connection with any termination for Cause, you 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 of Directors to respond to
allegations of any actions allegedly constituting Cause prior to any
termination by the Board of Directors for Cause is effective. For
purposes of this letter agreement, Good Reason shall mean: (i) a
reduction in your base salary or annual incentive compensation opportunity
(other than a general reduction in base salary that affects all members of
senior management in substantially the same proportions, provided that your
base salary may not be reduced by more than 10%, and in no event shall the base
salary be reduced to an amount less than 10% of the base salary on the date
hereof); or (ii) a substantial reduction in your duties and
responsibilities, or (iii) a transfer of your primary workplace by more than
fifty (50) miles from the current workplace.


Except
as expressly provided herein, the Agreement remains in full force and
effect.  This letter agreement may not
be amended or modified except by an instrument in writing signed by each of the
parties hereto. This letter agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.  This letter agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.  [Signature
Page Follows]


If
the foregoing reflects your understanding, kindly sign and return a copy of
this letter, whereupon it will constitute a binding agreement between us. Sincerely,PANAMSAT CORPORATION./s/Name:Title:AGREED
  AND ACCEPTEDAS
  OF AUGUST 20, 2004Michael
  J. IngleseBy:
  /s/ Michael J. IngleseName: Michael J.
  Inglese