EXHIBIT 10.3



 Exhibit 10.3 
  
 AMENDMENT AND ACKNOWLEDGEMENT 
  

WHEREAS, Ramu V. Potarazu (the “Executive”) has entered into an employment agreement (the “Employment Agreement”) with Intelsat
Holdings, Ltd. (the “Company”) and/or one or more of its subsidiaries; and 
  
 WHEREAS, pursuant to the Employment Agreement the Executive has been granted 161,370 shares of New Parent Restricted Shares (the “Restricted Shares”); 
  
 NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto do hereby agree as follows: 
  
 1. Capitalized Terms. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Employment Agreement. 

 
 2. Equity Plan. Executive acknowledges that the Restricted Shares
granted to him pursuant to the Employment Agreement shall be subject to the terms of the Company’s 2005 Share Incentive Plan (the “Plan”), a copy of which has been delivered to the Executive. In the event of any inconsistency between
the terms of the Plan and the terms of the Employment Agreement, the Employment Agreement shall govern. To the extent that there are any inconsistencies between the terms of the Employment Agreement and the terms of this Agreement, this Agreement
shall govern. 
  
 3. Repurchase Rights. The parties hereto
acknowledge and agree that, notwithstanding anything in the Employment Agreement to the contrary, any or all Common Parent Shares that are deemed to be forfeited or cancelled for any reason under the Employment Agreement may be repurchased by the
Company, at any time and from time to time after the date of such forfeiture, for a purchase price equal to the par value of such repurchased share, and following such forfeiture, the Executive shall have no rights with respect to such shares other
than the receipt of such par value amount. Executive shall not directly or indirectly sell, transfer, pledge or otherwise dispose of any economic, voting or other rights (a “Transfer”) in or to any Common Parent Shares unless, as a
condition precedent to such Transfer, the transferee enters into an agreement in form and substance satisfactory to the Company pursuant to which the transferee agrees to be bound by the terms of this Section 3. 
  
 4. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of Bermuda without regard to its conflict of laws principles. 
  
 5. Successor. This Agreement shall bind and inure to the benefit of the Company, its successors and assigns, and the Executive and his or her personal representatives and assigns. 
  
 6. Amendment. In addition to any right of the Committee to amend or
modify the terms of the Restricted Stock as set forth in the Plan, this Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto. 









 7. Miscellaneous. 
  
 (a) The Company shall not be required (i) to transfer on its books any Restricted Shares which shall have
been sold or transferred in violation of any of the provisions set forth in this Agreement, the Employment Agreement, the Plan or the Shareholders Agreement, or (ii) to treat as owner of such shares or to accord the right to vote as such owner or to
pay dividends to any transferee to whom such shares shall have been so transferred. 
  
 (b) This Agreement shall not be construed so as to grant the Executive any right to remain in the employ of the Company or any Subsidiary.

  
 (c) This Agreement may be executed in
counterparts, which together shall constitute one and the same original. 
  

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 IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer thereunder
duly authorized and the Executive has hereunto set his hand, all as of the day and year first set forth above. 
  

			
	 Date:  June 21, 2005
	 	INTELSAT HOLDINGS, LTD.
		
	 	 	/s/  Conny L.
Kullman                                    
	 	 	 Name:  Conny L. Kullman
 Title:    Chairman

		
	 	 	INTELSAT, LTD.
		
	 	 	/s/  Conny L.
Kullman                                    
	 	 	 Name:  Conny L. Kullman
 Title:    Chairman


  
 ACCEPTED: 
  
 The undersigned hereby acknowledges having
read this Agreement and, having had the opportunity to consult with legal and tax advisors, hereby agrees to be bound by all provisions set forth herein. 
  

			
	 Date:  June 21, 2005
	 	 /s/  Ramu V.
Potarazu                                    
 Executive


  

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