SETTLEMENT AGREEMENT


     This  SETTLEMENT  AGREEMENT (the  "Agreement") is made as of September
17,  1997  (the  "Effective  Date")  by  and  between  COMSAT   Corporation
("COMSAT"),  a District of Columbia  corporation,  and Bruce L. Crockett, a
resident of the Commonwealth of Virginia ("Crockett").

     WHEREAS,  COMSAT and Crockett  entered into a letter  agreement  dated
July 19, 1996 (the  "Separation  Agreement")  providing for (i)  Crockett's
resignation as President and Chief Executive Officer of COMSAT on that date
and (ii) his  continued  employment  with COMSAT  until  January 31,  1998,
subject to the terms and conditions set forth in the Separation Agreement.

     WHEREAS, COMSAT (i) filed a lawsuit against Crockett and certain other
individuals in the United States District Court for the Eastern District of
Virginia on April 23, 1997 (the "Litigation") alleging, among other things,
that Crockett  breached the Separation  Agreement,  and (ii) terminated the
Separation Agreement on April 29, 1997.

     WHEREAS,  Crockett  has  denied and  continues  to deny each and every
allegation  made by COMSAT in the  Litigation  and  maintains  that  COMSAT
improperly terminated the Separation Agreement.

     WHEREAS,  COMSAT  dismissed the  Litigation as to Crockett on June 10,
1997 without  prejudice to file another lawsuit against Crockett  involving
the claims made in the Litigation.

     WHEREAS,  COMSAT and Crockett  have  determined  that their  interests
would best be served by (i) avoiding the substantial expense and disruption
of further  litigation  involving  the claims made in the  Litigation,  the
termination of the Separation  Agreement and any other matters  relating to
Crockett's employment with COMSAT or termination of employment with COMSAT,
(ii) providing for certain  benefits to Crockett  after the  termination of
the  Separation  Agreement  and his  employment  with  COMSAT and (iii) the
benefit of other  agreements,  covenants,  rights and  benefits as provided
herein.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and the mutual
agreements  and  representations  set forth  herein,  and  intending  to be
legally bound hereby, COMSAT and Crockett agree as follows:


<PAGE>


     1.   TERMINATION OF SEPARATION AGREEMENT AND  EMPLOYMENT.  The parties
hereto agree that the Separation  Agreement and Crockett's  employment with
COMSAT are terminated  effective April 29, 1997 (the  "Termination  Date").
Except as provided below in this Agreement,  as of the Termination Date (a)
Crockett for all purposes shall be treated as a terminated COMSAT employee,
(b) the rights and obligations of each party under the Separation Agreement
are  terminated  and (c) all  benefits  provided to --  Crockett  under the
Separation  Agreement  or by  virtue  of his  employment  with  COMSAT  are
terminated.

     2.   SERP.

          (a)  Crockett  shall be  entitled to begin  receiving  retirement
benefits under the COMSAT Insurance and Retirement Plan for Executives (the
"SERP" or "Plan") on April 1, 1999 (the "Retirement  Date"). The retirement
benefit shall be computed based on Crockett's  termination of employment on
the  Termination  Date and shall be  reduced  by (i) the  early  retirement
factor  in  Section  5.2(b)  of the  Plan,  and  (ii)  the  termination  of
employment  factor in  Section  7.1 of the Plan.  The  computation  of such
retirement  benefit  is shown  on  Exhibit  A,  which  is  attached  to and
incorporated by reference into this  Agreement.  In accordance with Exhibit
A, the annual SERP retirement  benefit Crockett shall receive  beginning on
the Retirement  Date shall be $226,223.65  plus an annual early  retirement
supplement of $17,592.00  payable until  Crockett  reaches age 66. The lump
sum  payments  which  Crockett  elected  to  receive on January 1, 2000 and
January 1, 2001 pursuant to Sections 9.3 and 9.4 of the Plan, respectively,
shall be paid to him in  accordance  with his  elections  unless he revokes
these  elections  prior to the specified  payment dates.  As a condition to
receiving  SERP  retirement  benefits  beginning  on the  Retirement  Date,
Crockett agrees to elect early retirement under the COMSAT  Retirement Plan
on the same date.

          (b)  If Crockett dies during the period from the Termination Date
to the  Retirement  Date (the  "Transition  Period"),  (i) his spouse shall
receive the annual death benefit  provided in Section  10.1(a) of the Plan,
and (ii) his beneficiary  designated  under the Plan shall receive the lump
sum death  benefit  provided  in Section  10.1(b) of the Plan.  If Crockett
becomes  disabled during the Transition  Period,  COMSAT shall recommend to
the COMSAT  Board of Directors  (the  "Board")  that the Board  approve the
commencement of his SERP retirement  benefits on the first day of the month


                                     2
<PAGE>


after he becomes  disabled.  The Board  shall have the sole  discretion  to
approve the  commencement  of Crockett's  retirement  benefits prior to the
Retirement Date if he becomes  disabled during the Transition  Period.  For
this  purpose,  Crockett  shall be deemed  "disabled"  if he incurs a total
disability as defined in COMSAT's Long-Term Disability Plan.

          (c)  COMSAT  hereby  agrees  to waive the  non-compete  clause in
Section  11.2 of the Plan which  otherwise  would apply during the two-year
period following the Termination Date.

     3.   STOCK OPTIONS.  The COMSAT  stock  options listed  on  Exhibit B, 
which is attached to and incorporated by reference into this Agreement, (i)
shall continue to vest after the Termination  Date in accordance with their
original  terms  as if  Crockett's  employment  had not  terminated  on the
Termination  Date and shall vest on the dates  indicated  on Exhibit B, and
(ii) shall  terminate on the dates such  options  would have expired if his
employment had not terminated, which dates are indicated on Exhibit B.

     4.   SPLIT DOLLAR INSURANCE.  Crockett's rights under the COMSAT Split
Dollar Plan for Executives  after the Termination Date shall be governed by
the terms and conditions of the Split Dollar  Agreement  between COMSAT and
Crockett   dated   February  12,  1992  (the  "Split  Dollar   Agreement").
Accordingly,  Crockett  shall have the option for sixty (60) days after the
Effective Date to obtain the release of the assignment encumbering the life
insurance  policies  covered by the Split Dollar  Agreement by  reimbursing
COMSAT for the total  amount of the premium  payments  made by COMSAT under
the Split  Dollar  Agreement,  less any  indebtedness  secured  by the life
insurance   policies  which  was  incurred  by  COMSAT  and  which  remains
outstanding as of the Termination Date,  including any interest due on such
indebtedness. If Crockett does not elect such option, he shall transfer his
interest in the policies to COMSAT.

     5.   MEDICAL AND DENTAL INSURANCE.  After the Termination Date, COMSAT
shall pay the costs of medical and dental  insurance  coverage for Crockett
and his family under COBRA  (currently  $682.00 per month) during the COBRA
continuation period of 18 months, up to a maximum of $8,500 per year, until
Crockett becomes  employed with another  employer or becomes  substantially
engaged in self-employment  ("Other Employment").  Within ten (10) business
days of the Effective Date, COMSAT shall reimburse  Crockett  $4,092.00 for
the costs of COBRA continuation coverage for May through October 1997 which

                                     3

<PAGE>

Crockett has already paid out-of-pocket. If Crockett has not become engaged
in Other Employment by the end of the 18-month COBRA continuation period or
should Crockett elect to obtain  insurance  outside of COBRA,  COMSAT shall
reimburse Crockett on a quarterly basis up to $2,125 (maximum of $8,500 per
year) for medical and dental insurance coverage for Crockett and his family
until such time that Crockett doe become engaged in Other  Employment  upon
receipt of the insurance carrier's invoice for such coverage from Crockett,
which shall be provided to COMSAT  annually,  or whenever  Crockett changes
carriers, and which shall be treated as strictly confidential by COMSAT and
used solely for purposes of confirming  Crockett's  entitlement  under this
Section  5.  Crockett  shall  provide  notice  to COMSAT  immediately  upon
becoming engaged in Other  Employment.  For purposes of this Section 5, any
outside  director  positions held by Crockett  shall not  constitute  Other
Employment.

     6.   EDUCATIONAL GRANT PROGRAM. The COMSAT Foundation shall donate the
deferred gift amount payable under the COMSAT  Educational Grant Program to
Crockett's designated beneficiary,  the University of Rochester,  following
the death of Crockett or his spouse, whichever occurs last.


     7.   EXPENSES.  COMSAT hereby  agrees to  reimburse  Crockett  for the
reasonable,  documented legal fees and costs incurred by him, and for which
he is  personally  responsible,  in  connection  with the  Litigation in an
aggregate  amount not to exceed  $75,000  within ten (10)  business days of
receipt of a  detailed  and  itemized  law firm  invoice  for the same from
Crockett  which  shall be  provided  to COMSAT  after the  Effective  Date.


     8.   RELEASE AND COVENANT NOT TO SUE.

          (a) In consideration of the other party's agreement to enter into
this Agreement,  each party to this Agreement,  on behalf of such party and
its   affiliates,   subsidiaries,    predecessors,   successors,   assigns,
shareholders,   directors,  officers,  employees,  administrators,   heirs,
executors,  fiduciaries and agents, in their individual and  representative
capacities (as applicable in each party's case, such party's "Affiliates"),
agrees to release,  discharge  and  covenant not to sue the other party and
its  Affiliates  with  respect to all  claims,  charges,  causes of action,
liabilities,  debts and  demands,  of any kind or nature,  which such party
had, has or may have against the other party and its  Affiliates  up to the
Effective Date  (collectively,  the "Waived  Claims"),  including,  without

                                     4

<PAGE>

limitation, (i) any claims relating to the Litigation or the subject matter
of the Litigation; (ii) any claims relating to breach or termination of the
Separation  Agreement;  (iii) any claims relating to Crockett's  employment
with COMSAT;  (iv) any claims  relating to the  termination  of  Crockett's
employment,  including  but  not  limited  to his  agreement  to  terminate
employment  effective  on the  Termination  Date  under  the  terms of this
Agreement;  (v) any claims  relating to the terms,  conditions and benefits
associated with such employment or termination  from  employment;  (vi) any
claims under any local, state or federal antidiscrimination law, including,
without limitation,  Title VII of the Civil Rights Act of 1964, as amended,
the Age  Discrimination  in Employment Act, the Americans With Disabilities
Act, and the Employee  Retirement  Income Security Act of 1974, as amended;
(vii) any claims at common law, including,  without limitation,  claims for
breach of an express or implied  contract,  defamation,  libel,  slander or
wrongful discharge; or (viii) any other claims, statutory or otherwise.

          (b)  Crockett agrees not to encourage, initiate or participate in
or  assist  in  any  way in any  individual  or  class  action  lawsuit  or
administrative,   arbitral  or  other  proceeding  against  COMSAT  or  its
Affiliates  with  respect  to any  Waived  Claims in any forum on behalf of
himself  or others,  unless  compelled  to do so by legal  process or court
order.  Crockett  further  agrees to waive any  remedy or  recovery  in any
action  which may be brought on his  behalf by any  governmental  agency or
othe person with respect to any Waived Claims.

          (c)  The release contained in this Section 8 shall not operate to
waive any claim for  benefits  or any rights to which  Crockett is entitled
under this Agreement or the COMSAT Retirement Plan.

     9.   REPRESENTATIONS AND WARRANTIES.

          (a)  COMSAT hereby represents and warrants as follows:

               (i) COMSAT has the corporate power and authority to execute,
deliver and carry out the terms and provisions of this  Agreement,  and has
taken all  necessary  action  to  authorize  the  execution,  delivery  and
performance of this Agreement.

               (ii) This  Agreement  has been duly and validly  authorized,
executed  and  delivered  by COMSAT  and  constitutes  a valid and  binding
agreement of COMSAT, enforceable in accordance with its terms.

                                     5

<PAGE>

          (b)  Crockett hereby represents and warrants as follows:

               (i) He has the power and  authority to execute,  deliver and
carry out the terms and provisions of this Agreement.

               (ii) This  Agreement has been duly executed and delivered by
him,  constitutes  his valid and  binding  obligation,  and is  enforceable
against him in accordance with its terms.

     10.  NON-DISPARAGEMENT.  Each party agrees not to disparage,  slander,
defame, impugn or make any statement to third parties orally or in writing,
or take,  or omit to take,  any other actions that shall damage or harm the
other party or its  reputation,  including in the case of COMSAT any of its
subsidiaries  or  affiliates  or  its  or  their  respective  officers  and
directors,  PROVIDED  that this Section 10 shall not apply to any testimony
either party gives under oath in connection with any lawsuit, investigation
or  other  proceeding.  COMSAT  agrees  that it  will  not  terminate  this
Agreement  for  breach of this  Section  10  without  the prior  review and
approval  of the Chief  Executive  Officer of COMSAT and the  Committee  on
Compensation and Management Development of the Board.

     11.  WAIVER AND RELEASE  ACKNOWLEDGMENT.  Because of the nature of the
terms of this  Agreement,  and the general  release and covenant not to sue
contained herein, by agreeing to this Agreement Crockett  acknowledges that
he has been  advised,  in  writing,  by COMSAT to consult  with an attorney
prior to executing this Agreement,  that he has had an opportunity to do so
and that he understands  the nature,  terms and effects of this  Agreement,
and the general  release and covenant  not to sue. He further  acknowledges
that  COMSAT  has not made any  representations  to him,  or his  agents or
successors and assigns,  concerning this Agreement,  or the general release
and covenant not to sue, other than those contained herein. In addition, he
acknowledges  that he has been  informed  that he has the right to consider
and review this  Agreement for a period of at least  twenty-one  (21) days,
and that he has the right to revoke  this  Agreement  for a period of seven
(7) days following its execution,  and that this Agreement shall not become
effective or enforceable until such seven (7) day period has expired.

                                     6

<PAGE>

     12.  CONFIDENTIALITY.  This Agreement is strictly  confidential.  Each
party hereto agrees that, until such time as this Agreement  becomes public
as a result  of its  required  filing  by COMSAT  with the  Securities  and
Exchange  Commission as an exhibit to COMSAT's third quarter 1997 report on
Form 10-Q,  or except as agreed  upon in writing  by the other  party,  the
party shall not communicate, publish or disclose, in any manner, the terms,
nature  or scope of this  Agreement  to any  person  except:  (a) as may be
required  by law;  (b) to the  party's  attorneys,  accountants,  financial
advisors or tax  consultants;  (c) in the case of Crockett,  to prospective
employers,  companies  on whose board of  directors  Crockett  serves or is
seeking to serve, or members of his immediate family; or (d) in the case of
COMSAT,  as may be required in the ordinary course of its business.  In the
event  that  information  described  in  this  Agreement  is  disclosed  as
permitted  herein before this  Agreement  becomes public as a result of its
filing with COMSAT's  third  quarter 1997 Form 10-Q,  the person(s) to whom
such  disclosure is made shall be advised of this  non-disclosure  covenant
and be instructed that they are bound not to publish, disclose or otherwise
disseminate  such information to the same extent that the party making such
disclosure is bound.  Each party hereto  agrees to limit any  statements of
any kind or responses to inquiries,  whether written or oral, regarding the
dispute between the parties and their future relationship to the following:
(x) the  Litigation  insofar as it  relates  or  related  to the  dissident
shareholders of COMSAT has been resolved;  (y) the contract dispute between
COMSAT and Crockett has been  resolved;  and (z) Crockett is free to pursue
and accept  any and all  business  and  employment  opportunities  that are
available  or offered to him and is not subject to any  continuing  duty or
obligation to COMSAT restricting his ability or right to seek or accept any
such employment or business opportunities.

     13.  NO ADMISSIONS. Each party hereto agrees and acknowledges that this
Agreement,  and the  general  release  and  covenant  not to sue  contained
herein,  shall not operate or be  construed  as an  admission  by the other
party of any violation of any local, state or federal statute or regulation
or of any duty at common  law or  otherwise  owed to the first  party,  its
successors or assigns.

     14.  NO  WAIVER.  Any waiver  by any  party  hereto of a breach of any
provision  of this  Agreement  shall not operate as or be construed to be a
waiver of any other breach of such  provision or of any breach of any other
provision of this  Agreement.  The failure of a party hereto to insist upon
strict  adherence to any term of this  Agreement  on one or more  occasions
shall not be  considered  to be a waiver of that term or any other  term of
this Agreement and shall not deprive that party of the right  thereafter to
insist  upon  strict  adherence  to  that  term or any  other  term of this
Agreement.

                                     7

<PAGE>

     15.  SUCCESSORS  AND  ASSIGNS.  All the terms and  provisions  of this
Agreement  shall  inure to the benefit of and shall be  enforceable  by the
successors and assigns of the parties hereto.

     16.  SURVIVAL OF REPRESENTATIONS.  All representations, warranties and
agreements  made by the parties in this Agreement or pursuant  hereto shall
survive the date hereof.

     17.  ENTIRE AGREEMENT; AMENDMENTS.  This Agreement contains the entire
understanding  of the parties  hereto with  respect to its subject  matter.
There  are  no   restrictions,   agreements,   promises,   representations,
warranties,  covenants or undertakings other than those expressly set forth
herein.  This  Agreement may be amended only by a written  instrument  duly
executed by the parties hereto or their  respective  successors or assigns.

     18.  HEADINGS. The section headings contained in this Agreement are for
reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation of this Agreement.

     19.  NOTICES.   All  notices,  requests,  claims,  demands  and  other
communications  hereunder shall be in writing and shall be given (and shall
be deemed to have been  duly  given if so given) by hand  delivery,  cable,
telecopy  (confirmed  in  writing)  or  telex,  or by mail  (registered  or
certified,  postage  prepaid,  return receipt  requested) to the respective
parties hereto as follows:

     If to COMSAT:

          COMSAT Corporation
          6560 Rock Spring Drive
          Bethesda, Maryland 20817
          Attention: Paul A. Jones
                     Vice President, Human Resources
                     and Organization Development

          Telecopy: (301) 214-7134


     with a copy to:


                                     8

<PAGE>

          COMSAT Corporation
          6560 Rock Spring Drive
          Bethesda, Maryland 20817
          Attention: Warren Y. Zeger, Esq.
                     Vice President, General
                     Counsel and Secretary

          Telecopy: (301) 214-7128

     If to Crockett:

          Bruce L. Crockett
          906 Frome Lane
          McLean, Virginia 22102
          Telecopy: (703) 442-3831

     with a copy to:

          Fried, Frank, Harris, Shriver & Jacobson
          1001 Pennsylvania Avenue, N.W.
          Washington, D.C. 20004
          Attention: Daniel E. Loeb, Esq.
          Telecopy: (202) 639-7003

or to such other  address  as the  person to whom  notice is given may have
previously  furnished  to the  others in  writing  in the  manner set forth
above.

     20.  GOVERNING LAW. This Agreement  shall be governed by and construed
and enforced in accordance with the laws of the State of Maryland,  without
giving effect to the conflict of laws principles thereof.

     21.  COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be an original,  but each of which together shall constitute
one and the same Agreement.

     22.  INDEMNIFICATION. With respect to any liability in his capacity as
an officer or  director of COMSAT  which  arises out of any action or event
occurring  on or  before  July 19,  1996,  Crockett  shall be  entitled  to
indemnification,  and to coverage under COMSAT's liability insurance policy
for directors and  officers,  to the same extent as other COMSAT  directors
and officers for that period. Crockett shall be entitled to indemnification
as a COMSAT  employee  from July 20,  1996 to the  Termination  Date to the
extent he is so entitled pursuant to COMSAT's Articles of Incorporation and
By-Laws or under applicable law, PROVIDED that the parties hereto agree and
acknowledge  that this  Agreement  shall not operate or be construed in any
way (a) to limit the Board's  discretion  with  respect to  indemnification
under COMSAT's Articles of Incorporation and By-Laws or (b) as an admission
by COMSAT  that  Crockett is  entitled  to any such  indemnification  under
applicable law.

                                     9

<PAGE>


     23.  CONSENT TO JURISDICTION.

          (a)  Each  of  the  parties   hereto   hereby   irrevocably   and
unconditionally  submits to the  nonexclusive  jurisdiction of any Maryland
State  court or  Federal  court  sitting in the State of  Maryland  and any
appellate court from any court thereof, in any action or proceeding arising
out of or relating to this  Agreement or for  recognition or enforcement of
any  judgment  relating  thereto,  and each of the  parties  hereto  hereby
irrevocably  and  unconditionally  agrees  that all claims in respect of an
such action or  proceeding  may be heard and  determined  in such  Maryland
State court or, to the extent permitted by law, in such Federal court. Each
of the parties  hereto  agrees that a final  judgment in any such action or
proceeding  shall be conclusive and may be enforced in other  jurisdictions
by suit on the judgment in any other manner provided by law.

          (b)  Each  of  the  parties   hereto   hereby   irrevocably   and
unconditionally   waives,   to  the  fullest  extent  it  may  legally  and
effectively do so, any objection  which it may now or hereafter have to the
laying  of  venue of any  suit,  action  or  proceeding  arising  out of or
relating to this Agreement in any Maryland State or Federal court.  Each of
the parties hereto hereby  irrevocably and  unconditionally  waives, to the
fullest extent permitted by law, the defense of any  inconvenient  forum to
th maintenance of such action or proceeding in any such court.

          (c) Each of the parties hereto irrevocably consents to service of
process  in  the  manner   provided  for  notices  in  Section  19  hereof.
Notwithstanding  the  foregoing,  each of the parties hereto shall have the
right to serve process in any other manner permitted by law.

     24.  SECURITY  CLEARANCES.  Crockett  agrees to be debriefed by COMSAT
regarding  security  clearances  he held  while  employed  at COMSAT and to
execute  such  forms as may be  required  by the  federal  government  with
respect to such security clearances.

                                    10

<PAGE>


     IN WITNESS  WHEREOF,  and intending to be legally  bound  hereby,  the
parties  hereto have executed  this  Agreement as of the day and year first
above written.

                                COMSAT Corporation

                                By: /S/ PAUL A. JONES
                                    -------------------------------
                                    Paul A. Jones
                                    Vice President, Human Resources
                                    and Organization Development


                                    /S/ B. L. CROCKETT
                                    -------------------------------
                                    Bruce L. Crockett



                                    11

<PAGE>

<TABLE>
<CAPTION>
<S>                      <C>                 <C>            <C>              <C>
                                                                Page 1 of 3

                                          Exhibit A to Settlement Agreement
                                          dated as of September 17, 1997

COMSAT CORPORATION INSURANCE
  AND RETIREMENT PLAN FOR EXECUTIVES                    29-Oct-97


                                                            EMPLOYMENT
EMPLOYEE NAME                SSN               EE#             DATE

BRUCE CROCKETT           ###-##-####          07404         09-02-80

                                               BASE        RETIREMENT
TERMINATION DATE        RETIREMENT DATE      EARNINGS         TYPE

04-29-97                  04/01/99          $425,000

                                             EMPLOYEE
SPOUSE NAME            SPOUSE BIRTHDATE      BIRTHDATE

                                             03-31-44

                                             INCENTIVE       DIV EQUIVS/       TOTAL
PERIOD COVERED           BASE SALARY        COMPENSATION        RSUs       COMPENSATION

1993                     $351,346.19        $240,000.00      $109,011.95   $700,358.14
1994                     $350,000.04        $400,000.00      $172,522.23   $922,522.27
1995                     $350,000.04        $350,000.00      $103,082.30   $803,082.34
1996                     $424,999.90        $160,000.00      $ 87,352.65   $672,352.55

                                                                TOTAL    $3,098,315.30

DIVIDED BY:                   4.0000                                       $774,578.83

                                            HIGHEST AVERAGE ANNUAL EARNINGS
</TABLE>



NORMAL RETIREMENT BENEFIT CALCULATION (AGE 62 AND OLDER)

HIGHEST AVERAGE
ANNUAL EARNINGS                                              $774,578.83
     MULTIPLIED BY:                                70%       $542,205.18
     LESS:     COMSAT QUAL RET                                $34,031.00*
               SOCIAL SECURITY PIA                           ($17,592.00)
               OTHER RET BENEFITS                                  $0.00
               GOVT/MIL PENSIONS                                   $0.00

ANNUAL RETIREMENT BENEFIT:                                   $490,582.18

70% FOR CHAIRMAN/CEO; 65% FOR PRESIDENT; AND 60% FOR ALL OTHERS

*    Crockett  is  entitled  to this  benefit,  expressed  as a single life
     annuity,  pursuant to the  provisions of the COMSAT  Retirement  Plan.
     Nothing in the prties' Settlement  Agreement dated as of September 17,
     1997 shall  affect or limit  Crockett's  entitlement  under the COMSAT
     Retirement Plan.



<PAGE>

<TABLE>
<CAPTION>
<S>                                     <C>                     <C>            <C>    <C>

                                                                Page 2 of 3

                                          Exhibit A to Settlement Agreement
                                          dated as of September 17, 1997

EARLY RETIREMENT REDUCTION CALCULATION  AT AGE 55:
CALCULATION OF EARLY                                             YR             MO      DA
  RETIREMENT REDUCTION                  62ND BIRTHDATE                2005         15      31
  FACTOR:                               EARLY RET DATE                1999          4       1
                                        PERIOD BETWEEN ERD
NUMBER OF WHOLE MONTHS:         83        AND AGE 62                     6         11
MULTIPLIED BY .0025:        0.2075

NORMAL RETIREMENT BENEFIT:                      $490,582.18
MINUS REDUCTION:                               ($101,795.80)
ANNUAL EARLY RETIREMENT BENEFIT:                $388,786.38
VESTING PERCENTAGE:                                    100%
VESTED EARLY RETIREMENT BENEFIT:                $388,786.38

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                     <C>                     <C>            <C>    <C>

                                                                Page 3 of 3

                                          Exhibit A to Settlement Agreement
                                          dated as of September 17, 1997


TERMINATION REDUCTION:
CALCULATION OF                          NUMERATOR:               YR             MO      DA
  REDUCTION                             TERMINATION DATE              1996         16      29
  FACTOR:                               DATE OF HIRE                  1980          9       2
                                                                        16          7

                                        DENOMINATOR:             YR             MO      DA
                                        NORMAL RETIREMENT(AGE 65)     2008         15       1
                                        DATE OF HIRE                  1980          9       2
NUMERATOR:              199                                             28          6
DENOMINATOR:            342

NORMAL RETIREMENT BENEFIT:                      $388,786.38
MUTLIPLIED BY TERMINATION REDUCTION:            $226,223.65

</TABLE>

<PAGE>

                                          Exhibit B to Settlement Agreement
                                          dated as of September 17, 1997

Optionee Statement as of 08/21/1997

COMSAT Corporation

Bruce L. Crockett
906 Frome Lane
McLean, VA  22102

<TABLE>
<CAPTION>
<S>                  <C>                <C>             <C>                <C>             <C>                  <C>

                                        Options        Options             Option         Date of        Options
Grant Date          Type                Granted        Outstanding         Price          Expiration     Vested
----------          ----                -------        -----------         ------         ----------     -------

01/15/1993          Non Qualified       248,040        171,500             $20,4856       01/15/2008     171,500 (current)
01/21/1994          Non Qualified       248,040        248,040             $22,2746       01/21/2004     248,040 (current)
01/20/1995          Non Qualified       161,226         80,613             $15,5721       01/20/2005                0 (current)
                                                                                                          80,613 on 01/20/1998
01/19/1996          Non Qualified       148,824        111,618             $14,5138       01/19/2006                0 (current)
                                                                                                          37,206 on 01/19/1998
                                                                                                          74,412 on 01/19/1999
                                        =======        =======                                           =======       
                                        806,130        611,771                                           419,540

</TABLE>