July l9, 1996



Mr. Bruce L. Crockett
906 Frome Lane
McLean, VA  22102

Dear Bruce:

     This  letter  sets  forth  the  substance  of our  understandings  and
agreements  with  respect  to  your  employment  relationship  with  COMSAT
Corporation ("COMSAT") as a result of your agreement to resign as President
and Chief Executive  Officer of COMSAT and to continue your employment with
COMSAT by providing certain  consulting  services to COMSAT for a specified
period of time.  Subject to the conditions listed below, you will remain in
the employ of COMSAT as  described  below  through  January  31,  1998 (the
"Termination  Date").  Based on the foregoing and the terms and  conditions
stated below, COMSAT and you agree as follows:

1.   (a) Effective as of July 19, 1996, you will resign as President and
Chief  Executive  Officer  of COMSAT,  as a  director  of COMSAT and Ascent
Entertainment Group, Inc.  ("Ascent"),  and as a director or officer of all
direct or indirect subsidiaries and affiliates of COMSAT and Ascent.

     (b) Subject to  Paragraph 3 below,  your  employment  with COMSAT will
terminate on the Termination Date.

     (c) During the period from July 19, 1996 through the Termination  Date
(the "Continuation Period"), you will provide consulting services to COMSAT
with  respect to matters  which may arise in  connection  with your  former
duties as  President  and Chief  Executive  Officer of COMSAT  ("Consulting
Services"),  from time to time as  requested by the Vice  President,  Human
Resources and Organization Development of COMSAT (the "VP of HR"), subject
at  all  times  to  your   availability   to  provide  such  services.   In
consideration  for your  providing  the  Consulting  Services,  during  the
Continuation  Period  COMSAT  will  continue to pay you your salary at your
current rate of  compensation  and,  except as  otherwise  provided in this
Agreement,  will  provide  you  with all  benefits  that  are  provided  to
full-time COMSAT employees,  including,  but not limited to, the Retirement
Plan, the Insurance and Retirement  Plan for Executives  (the "SERP"),  the
Directors

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Bruce L. Crockett
July 19, 1996
Page Two


and  Executives  Deferred  Compensation  Plan (the  "Deferred  Compensation
Plan"),  the Savings and  Profit-Sharing  Plan, the Employee Stock Purchase
Plan,  the Split  Dollar  Plan for  Executives  and the  Flexible  Benefits
Program,  provided  that your  participation  in the Deferred  Compensation
Plan, the Savings and  Profit-Sharing  Plan and the Employee Stock Purchase
Plan  during the  Continuation  Period  will  continue to be subject to the
one-year  suspension  which you elected on October 17, 1995, as a condition
to receiving a hardship  distribution from the Deferred  Compensation Plan.
In  addition,  during the  Continuation  Period  COMSAT  will pay for up to
$7,000 of financial  counseling for you per year plus reasonable  receipted
expenses  related  thereto.  Thereafter,  COMSAT  will  continue to pay for
financial  counseling for you to the same extent until you become  employed
with another employer or become  substantially  engaged in  self-employment
("Other Employment"). However, during the Continuation Period, you will not
be eligible for salary increases of any nature, cash or stock-based bonuses
or awards of any nature,  short- and long-term  disability,  or educational
assistance, any or all of which may be available to other COMSAT employees.
Except as otherwise provided in this Agreement,  for all purposes of COMSAT
service credit, your last date of employment will be the Termination Date.

     (d)  During  the  Continuation   Period,  you  will  be  eligible  for
outplacement   assistance,   commensurate  with  your  former  position  as
President and Chief Executive Officer, at COMSAT's expense as determined by
the VP of HR.

     (e) During the Continuation  Period and thereafter,  the stock options
and Restricted  Stock Awards ("RSAs")  previously  granted to you under the
1990 and 1995 Key Employee Stock Plans and the Restricted Stock Units ("AIP
RSUs") and Phantom Stock Units ("PSUs") previously granted to you under the
Annual  Incentive  Plan  will  continue  to be  governed  by the  terms and
conditions of the specific  agreements  covering such grants.  Accordingly,
you will  continue to vest in such grants during the  Continuation  Period,
and the vesting of  performance-based  RSAs will  continue to be subject to
applicable  performance  measures during the Continuation Period. All stock
options will  terminate  three months after the  Termination  Date (or such
later date as provided in the option agreements),  during which three-month
period  you  may  exercise  such  options  only  to the  extent  they  were
exercisable at the Termination Date. All RSAs, AIP RSUs and PSUs which have
not vested by the Termination Date will be forfeited on such date.

     (f) The COMSAT Board of  Directors  (the  "Board")  has approved  your
early retirement under the SERP on April 1, 1999

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Bruce L. Crockett
July 19, 1996
Page Three


(the  "Retirement  Date"),  the first day of the month after your 55th
birthday.   Beginning  on  the  Retirement  Date,  you  will  receive  SERP
retirement  benefits  as  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.  Based on  estimated  calculations  which are
subject to final  adjustment,  the annual SERP retirement  benefit you will
receive  beginning  on the  Retirement  Date  is  $234,984  plus  an  early
retirement  supplement of $15,696  payable until you reach age 65. The lump
sum  payments you elected to receive on January 1, 2000 and January 1, 2001
pursuant to Sections 9.3 and 9.4 of the Plan, respectively, will be paid to
you in accordance  with your  elections  unless you revoke these  elections
prior to the  specified  payment  dates.  As a condition to receiving  SERP
retirement  benefits  beginning on the Retirement  Date, you agree to elect
early  retirement  under the  Retirement  Plan on the same date. If you die
during the period from the  Termination  Date to the  Retirement  Date (the
"Transition  Period"),  your spouse will receive the annual  death  benefit
provided in Section  10.1(a) of the Plan, and your  beneficiary  designated
under the Plan will receive the lump sum death benefit  provided in Section
10.1(b) of the Plan. If you become disabled during the Continuation  Period
or the Transition Period, COMSAT will recommend to the Board that the Board
approve the  commencement of your SERP  retirement  benefits on February 1,
1998, or the first day of the month after you become disabled, whichever is
later.  The Board will have the sole discretion to approve the commencement
of your SERP retirement benefits prior to the Retirement Date if you become
disabled.  For this purpose,  you will be deemed  "disabled" if you incur a
total  disability  as defined in COMSAT's  Long-Term  Disability  Plan.  In
addition,  at the end of the  Continuation  Period  COMSAT will request the
Board to review whether the non-competition  periods in Section 11.2 of the
Plan and Paragraph  3(b) of this  Agreement  should run  concurrently.  The
Board  will make this  determination  in its sole  discretion  after a good
faith review of the relevant circumstances at such time.

     (g) Your rights under the Split Dollar Plan for  Executives  after the
Termination  Date will be governed by the terms and conditions of the Split
Dollar  Agreement  between  COMSAT  and you dated  February  12,  1992 (the
"SDA").  Accordingly,  you  will  have the  option  for 60 days  after  the
Termination  Date to obtain the release of the assignment  encumbering  the
life insurance  policies  covered by the SDA by reimbursing  COMSAT for the
total amount of the premium payments made by COMSAT under the SDA, 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.

<PAGE>


Bruce L. Crockett
July 19, 1996
Page Four


     (h) After the Termination  Date, COMSAT will pay up to $8,500 per year
for medical and dental insurance coverage for you and your family until you
become engaged in Other Employment.

     (i) You will be entitled to keep the mobile telephone in your personal
automobile provided by COMSAT, plus the computer and other office equipment
provided  by COMSAT  for use in your home  which is listed on the  attached
Schedule A.

     (j) The COMSAT Foundation will donate the deferred gift amount payable
under the  Educational  Grant Program to your designated  beneficiary,  the
University  of  Rochester,  following  the  death  of you or  your  spouse,
whichever occurs last.

     (k) During the Continuation  Period,  you will be free at all times to
seek, take on and perform other business and employment  opportunities  and
responsibilities  outside  COMSAT  ("Other  Business"),  whether or not for
compensation,  without limitation and without any effect on the obligations
of COMSAT to you under this  Agreement,  subject only to the express  terms
and  conditions  of this  Agreement.  In the event of a conflict  between a
COMSAT request for Consulting  Services and your Other Business,  you shall
resolve such conflict in your reasonable  discretion  after consulting with
the VP or HR.

2.   In consideration of COMSAT's agreement to enter into this Agreement
and in return for your  receipt of the benefits  thereof,  you agree to the
general  release and covenant not to sue contained in this  paragraph 2 and
the other  provisions of this Agreement.  It is understood,  however,  that
this release  shall not waive any claim for benefits or any rights to which
you are or may be entitled under this Agreement,  your employment by COMSAT
from the date of this Agreement  through the Termination Date in accordance
with this Agreement,  the COMSAT  Retirement Plan, or any other payments or
other  benefits to which you are entitled,  or will become  entitled  after
your termination  from COMSAT,  pursuant to the specific terms of any other
COMSAT employee benefit plans in which you are a participant.

     (a)  You,   on  behalf  of  yourself   and  your   heirs,   executors,
administrators,  successors  and assigns,  agree to release,  discharge and
covenant  not to sue COMSAT,  its  affiliated  companies  and its and their
predecessors,   successors,  assigns,  shareholders,  directors,  officers,
employees, administrators,  fiduciaries and agents, in their individual and
representative   capacities   (hereinafter   referred  to  collectively  as
"COMSAT")  with  respect  to  all  claims,   charges,   causes  of  action,
liabilities, suits, debts and demands, of any kind or nature,

<PAGE>


Bruce L. Crockett
July 19, 1996
Page Five


which you had, have or may have against  COMSAT up to the effective date of
this  Agreement  (collectively,   "Waived  Claims"),   including,   without
limitation,  (i) any claims relating to your  employment with COMSAT;  (ii)
any claims relating to the  termination of your employment  pursuant to the
terms of this  Agreement,  including  but not limited to your  agreement to
terminate   employment   effective  on  the  Termination  Date,  under  the
arrangement  as set forth herein;  (iii) any claims  relating to the terms,
conditions and benefits associated with such employment or your termination
from  employment;  (iv) 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, the Employee  Retirement Income
Security Act of 1974, as amended, and the Fair Labor Standards Act; (v) any
claims at common law, including,  without limitation,  claims for breach of
an express or implied contract,  or wrongful  discharge;  or (vi) any other
claims, statutory or otherwise.

     (b) You agree 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  with  respect to any Waived
Claims in any forum on behalf of yourself or others, unless compelled to do
so by legal  process or court order.  You further agree to waive any remedy
or  recovery  in any  action  which may be  brought  on your  behalf by any
governmental agency or other person with respect to any Waived Claims.

3.   Except to the extent provided herein, you release and waive any and
all rights or claims you may have to reemployment with COMSAT or any of its
affiliated  companies after the  Termination  Date, and agree that you will
not apply for  employment  with COMSAT or any of its  affiliated  companies
after such date.  You  further  understand  and agree that your  employment
status  with  COMSAT  during  the  Continuation  Period  and the salary and
benefits provided are conditioned upon the following and that if you breach
any of the  following  during  such  period,  your  employment,  salary and
benefits  will  terminate  on the date upon which COMSAT  provides  written
notice to you of such termination:

     (a) During the  Continuation  Period you will not 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 will damage or harm COMSAT
or any of its subsidiaries or affiliates,  or their respective officers and
directors, or the reputations of any of them, provided that this clause (a)
will not apply to any testimony you give under oath in connection  with any
lawsuit or other proceeding.

<PAGE>


Bruce L. Crockett
July 19, 1996
Page Six


     (b)  Without the prior  written  approval of the VP of HR, you may not
accept  or enter  into any  employment  or direct  or  indirect  consulting
arrangement  during  the  Continuation  Period (i) with any  competitor  of
COMSAT or its  subsidiaries  and  affiliates,  or (ii) which violates or is
otherwise  prohibited  by the  Conflicts  of  Interest  or  Confidentiality
policies  of COMSAT,  including  the  Standard  Invention  and  Information
Agreement  you signed  regarding  nondisclosure  of  corporate  proprietary
information.

     (c) You will  cooperate as requested by the Vice President and General
Counsel of COMSAT in  assisting  COMSAT to defend the  PanAmSat  and Kinzie
lawsuits  or any other  existing  or  prospective  lawsuits  or  regulatory
proceedings  that arise out of or involve  matters or events which occurred
on or before  July 19,  1996,  to the extent  that any  statements  you are
required to make in such  capacity are truthful and to the extent that your
cooperation is not adverse to your own interests.

4.   This Agreement is strictly  confidential.  You agree,  that,  until
such time as this  Agreement  becomes  public  as a result of its  required
filing by COMSAT with the Securities and Exchange  Commission  (the "SEC"),
or except as agreed  upon in writing by COMSAT,  you will 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 your
attorneys,  accountants,  financial counselors, or tax consultants;  (c) to
prospective  employers;  or (d) to members of your immediate family. In the
event that  information  described  in this  Agreement  is revealed to your
attorneys, accountants, financial counselors, tax consultants,  prospective
employers or immediate  family as permitted  herein  before this  Agreement
becomes  public as a result of its required  filing by COMSAT with the SEC,
such  person(s)  shall be advised of this  non-disclosure  covenant  and be
instructed  that they are  bound not to  publish,  disclose,  or  otherwise
disseminate such information in the same way you are bound and that you are
responsible for any unauthorized disclosure by such recipient.

5.   COMSAT agrees that it will 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 its attorneys,  accountants,
financial  counselors,  or tax  consultants;  or as may be  required in the
ordinary course of its business. In the event that information described in
this  Agreement  is  disclosed  pursuant  to this  Paragraph  5 before this
Agreement  becomes public as a result of its required filing by COMSAT with
the SEC, 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

<PAGE>


Bruce L. Crockett
July 19, 1996
Page Seven


otherwise  disseminate  such  information to the same extent that COMSAT is
bound.

6.   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 you acknowledge that you have been advised,  in writing,  by
COMSAT to consult with an attorney prior to executing this Agreement,  that
you have had an  opportunity  to do so and that you  understand the nature,
terms and effects of this  Agreement,  and the general release and covenant
not  to  sue.  You  further  acknowledge  that  COMSAT  has  not  made  any
representations   to  you,  or  your  agents  or  successors  and  assigns,
concerning this Agreement,  or the general release and covenant not to sue,
other than those contained  herein.  In addition,  you acknowledge that you
have been  informed  that you have the right to  consider  and review  this
Agreement for a period of at least  twenty-one (21) days, and that you have
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.

7.   Finally,  you agree and acknowledge  that this  Agreement,  and the
general release and covenant not to sue contained herein, shall not operate
or be construed  as an  admission by COMSAT of any  violation of any local,
state or  federal  statute  or  regulation  or of any duty at common law or
otherwise owed to you, your successors or assigns.

8.   You will be entitled to  indemnification  to the extent provided in
COMSAT's  Articles of  Incorporation  and  By-Laws  and to  coverage  under
COMSAT's  liability  insurance  policy for  directors  and  officers to the
extent provided therein.

9.   This  Agreement  shall  inure to the  benefit  of, and is binding  upon,
COMSAT  and  you  and  our  respective  heirs,  executors,  administrators,
successors, representatives and assigns.

10.  This  Agreement may not be modified or amended except in writing signed
by the parties.

11.  A waiver  of a  breach  of any  provision  of this  Agreement  will not
constitute  a waiver of any  subsequent  breach of the same  provision or a
waiver of a breach of any other provision of this Agreement.

12.  This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of Maryland  without  giving  effect to  conflicts of
laws principles thereof.

<PAGE>


Bruce L. Crockett
July 19, 1996
Page Eight


     If you agree to the  foregoing,  please  sign both  originals  of this
Agreement  in the space  provided  below and  return  one  original  to the
undersigned.

                             COMSAT Corporation


                             /s/ Steve Bell
                             -----------------------------------
                             By:  Steve Bell, Vice President
                                  Human Resources and
                                  Organization Development


Agreed and Acknowledged:


/s/ B. L. Crockett
----------------------------
Bruce L. Crockett


    7-19-96
----------------------------
Date


Enclosure:  Duplicate Original

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