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                                                                   EXHIBIT 10.84



                              PANAMSAT CORPORATION

                            SUPPLEMENTAL SAVINGS PLAN



                            Effective January 1, 2002





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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>         <C>                                                                                                <C>
Article 1   Definitions...........................................................................................1

Article 2   Selection, Enrollment, Eligibility....................................................................5
   2.1        Selection...........................................................................................5
   2.2        Enrollment Requirements.............................................................................5
   2.3        Eligibility; Commencement of Participation..........................................................6
   2.4        Termination of Participation and/or Deferrals.......................................................6

Article 3   Deferral Commitments/Company Matching/Crediting/Taxes.................................................6
   3.1        Annual Deferrals....................................................................................6
   3.2        Election to Defer; Effect of Confirmation Form......................................................6
   3.3        Annual Company Matching Amount......................................................................7
   3.4        Vesting.............................................................................................7
   3.5        Crediting/Debiting of Account Balances..............................................................7
   3.6        FICA and Other Taxes................................................................................7
   3.7        Taxation of Distributions...........................................................................8

Article 4   Unforeseeable Financial Emergencies; Early Withdrawal.................................................8
   4.1        Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies...............................8
   4.2        Early Withdrawal....................................................................................9

Article 5   Termination Benefit; Layoff Benefit...................................................................9
   5.1        Termination Benefit.................................................................................9
   5.2        Payment of Termination Benefit......................................................................9
   5.3        Participant Modifications..........................................................................10
   5.4        Committee Modifications............................................................................10

Article 6   Disability Waiver....................................................................................10
   6.1        Waiver of Deferral.................................................................................10
   6.2        Return to Work.....................................................................................10

Article 7   Beneficiary Designation..............................................................................11
   7.1        Beneficiary........................................................................................11
   7.2        Beneficiary Designation; Change....................................................................11
   7.3        Acknowledgment.....................................................................................11
   7.4        No Beneficiary Designation.........................................................................11
   7.5        Doubt as to Beneficiary............................................................................11
   7.6        Discharge of Obligations...........................................................................11

Article 8   Leave of Absence.....................................................................................11
   8.1        Paid Leave of Absence..............................................................................11
   8.2        Unpaid Leave of Absence............................................................................12
</Table>



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<Table>
<S>         <C>                                                                                                <C>
Article 9   Termination, Amendment or Modification...............................................................12
   9.1        Termination........................................................................................12
   9.2        Amendment..........................................................................................12
   9.3        Plan Agreement.....................................................................................12
   9.4        Effect of Payment..................................................................................13

Article 10   Administration......................................................................................13
   10.1       Committee Duties...................................................................................13
   10.2       Delegation.........................................................................................13
   10.3       Binding Effect of Decisions........................................................................13
   10.4       Indemnity of Committee.............................................................................13
   10.5       Employer Information...............................................................................13

Article 11   Other Benefits and Agreements.......................................................................14

Article 12   Trust...............................................................................................14
   12.1       Establishment of Trust.............................................................................14
   12.2       Interrelationship of the Plan and the Trust........................................................14
   12.3       Distributions from the Trust.......................................................................14
   12.4       Investment of Trust Assets.........................................................................14

Article 13   Miscellaneous.......................................................................................14
   13.1       Status of Plan.....................................................................................14
   13.2       Unsecured General Creditor.........................................................................15
   13.3       Employer's Liability...............................................................................15
   13.4       Nonassignability...................................................................................15
   13.5       Not a Contract of Employment.......................................................................15
   13.6       Furnishing Information.............................................................................15
   13.7       Terms..............................................................................................15
   13.8       Captions...........................................................................................16
   13.9       Governing Law......................................................................................16
   13.10      Notice.............................................................................................16
   13.11      Successors.........................................................................................16
   13.12      Validity...........................................................................................16
   13.13      Incompetent........................................................................................16
   13.14      Court Order........................................................................................17
   13.15      Distribution in the Event of Taxation..............................................................17
   13.16      Insurance..........................................................................................17
</Table>


                                       ii

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                              PANAMSAT CORPORATION

                            SUPPLEMENTAL SAVINGS PLAN

                           (Effective January 1, 2002)

                  WHEREAS, effective January 1, 1997, Company adopted the
PanAmSat Corporation Restoration and Deferred Compensation Plan ("Deferral
Plan");

                  WHEREAS, the Deferral Plan provides certain management and
highly compensated employees of the Company and its subsidiaries ("Eligible
Employees") with (i) the ability to defer certain amounts of their base salary
and annual bonus payments and (ii) the ability to elect the benefits that they
would otherwise be provided under the PanAmSat Corporation Retirement Savings
Plan (the "401(k) Plan"), but for the limitations under Sections 402(g),
401(a)(17) and 415 of the Code (the "Restoration Benefits");

                  WHEREAS, pursuant to Section 9.2 of the Deferral Plan, the
Company may amend the Deferral Plan at any time and from time to time;

                  WHEREAS, effective as of January 1, 2002, the Company desires
to amend and restate the Deferral Plan to provide that (i) Eligible Employees
will continue to have the ability to defer the payment of certain amounts of
their base salary and annual bonus payments under the Deferral Plan (which will
be restated as the PanAmSat Corporation Deferred Compensation Plan) and (ii)
Eligible Employees will no longer have the ability to elect Restoration Benefits
under the Deferral Plan; and

                  WHEREAS, effective as of January 1, 2002, the Company adopts
the Plan to provide certain Eligible Employees with the ability to elect
Restoration Benefits.

                  NOW THEREFORE, effective as of January 1, 2002, the Company
hereby adopts the Plan as follows:

                                     Purpose

                  The purpose of this Plan is to provide specified benefits to a
select group of management and highly compensated Employees who contribute
materially to the continued growth, development and future business success of
PanAmSat Corporation, a Delaware corporation, and its subsidiaries, if any, that
sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes
of Title I of ERISA.

                                    ARTICLE 1

                                   Definitions

                  For purposes of this Plan, unless otherwise clearly apparent
from the context, the following phrases or terms shall have the following
indicated meanings:



                                       1
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                  1.1 "Account Balance" shall mean, with respect to a
Participant, a credit on the records of the Employer equal to the sum of (i) the
Deferral Account balance, plus (ii) the Company Matching Account balance, plus
(iii) if such Participant was a participant in the Deferral Plan on or before
December 31, 2001, the sum of the balance (if any) of his or her "Deferral
Account" and "Company Matching Account" (as such terms are defined under the
Deferral Plan) as credited on the books of the Employer on December 31, 2001.
The Account Balance, and each other specified account balance, shall be a
bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or his
or her designated Beneficiary, pursuant to this Plan.

                  1.2 "Anniversary Date" shall mean the first business day
occurring each January.

                  1.3 "Annual Bonus" shall mean any compensation, in addition to
Base Annual Salary relating to services performed during any calendar year,
whether or not paid in such calendar year or included on the Federal Income Tax
Form W-2 for such calendar year, payable to a Participant as an Employee under
any Employer's annual bonus and annual or long term cash incentive plans and, as
may be determined by the Committee in its sole discretion, any other incentive
compensation payable to a Participant; provided, however, that such amounts
shall exclude stock options and any other awards granted under the PanAmSat
Corporation Long Term Stock Incentive Plan established in 1997 or any successor
plan.

                  1.4 "Annual Company Matching Amount" shall mean, for any one
Plan Year, the amount determined in accordance with Section 3.3.

                  1.5 "Annual Deferral Amount" shall mean that portion of a
Participant's Base Annual Salary and Annual Bonus that a Participant elects to
have, and is, deferred in accordance with Article 3, for any one Plan Year. In
the event of a Participant's Retirement, Disability (if deferrals cease in
accordance with Article 6), death or a Termination of Employment prior to the
end of a Plan Year, such year's Annual Deferral Amount shall be the actual
amount withheld prior to such event.

                  1.6 "Base Annual Salary" shall mean the annual cash
compensation relating to services performed during any calendar year, whether or
not paid in such calendar year or included on the Federal Income Tax Form W-2
for such calendar year, excluding bonuses, commissions, overtime, fringe
benefits, stock options, relocation expenses, incentive payments, non-monetary
awards, directors' fees and other fees, automobile and other allowances paid to
a Participant for employment services rendered (whether or not such allowances
are included in the Employee's gross income). Base Annual Salary shall be
calculated before reduction for compensation voluntarily deferred or contributed
by the Participant pursuant to all qualified or non-qualified plans of any
Employer and shall be calculated to include amounts not otherwise included in
the Participant's gross income under Code Sections 125, 402(e)(3), 402(h), or
403(b) pursuant to plans established by any Employer; provided, however, that
all such amounts will be included in compensation only to the extent that, had
there been no such plan, the amount would have been payable in cash to the
Employee.


                                       2
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                  1.7 "Beneficiary" shall mean one or more persons, trusts,
estates or other entities, designated in accordance with Article 7, that are
entitled to receive benefits under this Plan upon the death of a Participant.

                  1.8 "Beneficiary Designation Form" shall mean the form
established from time to time by the Committee that a Participant completes,
signs and returns to the Committee to designate one or more Beneficiaries.

                  1.9 "Board" shall mean the board of directors of the Company.

                  1.10 "Code" shall mean the Internal Revenue Code of 1986, as
it may be amended from time to time.

                  1.11 "Committee" shall mean the Compensation Committee of the
Company.

                  1.12 "Company" shall mean PanAmSat Corporation, a Delaware
corporation, and any successor to all or substantially all of the Company's
assets or business or stock.

                  1.13 "Company Matching Account" shall mean (i) the sum of the
Participant's Annual Company Matching Amounts, plus (ii) amounts credited in
accordance with all the applicable crediting provisions of this Plan that relate
to the Participant's Company Matching Account, less all distributions made to
the Participant or his or her Beneficiary pursuant to this Plan that relate to
the Participant's Company Matching Account.

                  1.14 "Confirmation Form" shall mean the form established from
time to time by the Committee that a Participant completes, signs and returns to
the Committee to confirm his or her election under the Plan.

                  1.15 "Deduction Limitation" shall mean the following described
limitation on a benefit that may otherwise be distributable pursuant to the
provisions of this Plan. Except as otherwise provided, this limitation shall be
applied to all distributions that are "subject to the Deduction Limitation"
under this Plan. If an Employer determines in good faith that there is a
reasonable likelihood that any compensation paid to a Participant for a taxable
year of the Employer would not be deductible by the Employer solely by reason of
the limitation under Code Section 162(m), then to the extent deemed necessary by
the Employer to ensure that the entire amount of any distribution to the
Participant pursuant to this Plan is deductible, the Employer may defer all or
any portion of a distribution under this Plan. Any amounts deferred pursuant to
this limitation shall continue to be credited/debited with additional amounts in
accordance with Section 3.5 below, even if such amount is being paid out in
installments. The amounts so deferred and amounts credited thereon shall be
distributed to the Participant or his or her Beneficiary (in the event of the
Participant's death) at the earliest possible date, as determined by the
Employer in good faith, on which the deductibility of compensation paid or
payable to the Participant for the taxable year of the Employer during which the
distribution is made will not be limited by Section 162(m).

                  1.16 "Deferral Account" shall mean (i) the sum of all of a
Participant's Annual Deferral Amounts, plus (ii) amounts credited in accordance
with all the applicable crediting provisions of this Plan that relate to the
Participant's Deferral Account, less all distributions


                                       3
<PAGE>

made to the Participant or his or her Beneficiary pursuant to this Plan that
relate to his or her Deferral Account.

                  1.17 "Deferral Plan" shall mean the PanAmSat Corporation
Restoration and Deferred Compensation Plan, as amended from time to time.

                  1.18 "Disability" shall mean any time during which the
Participant is unable substantially to discharge the responsibilities for which
he or she is employed by reason of physical illness or incapacity, whether
arising out of sickness, accident or otherwise, and must be evidenced by the
written determination of a qualified medical doctor acceptable to the Committee
and the Participant (or in the event of the Participant's incapacity to
designate a doctor, the Participant's legal representative), which determination
shall specify the date on which the Disability commenced and that it has
continued uninterrupted for at least 180 days.

                  1.19 "Confirmation Form" shall mean the form established from
time to time by the Committee that a Participant completes, signs and returns to
the Committee to confirm his or her election under the Plan.

                  1.18 "Employee" shall mean a person who is an employee of any
Employer.

                  1.19 "Employer(s)" shall mean the Company and/or any of its
subsidiaries (now in existence or hereafter formed or acquired) that have been
selected by the Board to participate in the Plan and have adopted the Plan as a
sponsor.

                  1.20 "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as it may be amended from time to time.

                  1.21 "401(k) Plan" shall mean the PanAmSat Corporation
Retirement Savings Plan, as it may be amended or restated from time to time.

                  1.22 "Participant" shall mean any Employee (i) who is selected
to participate in the Plan, (ii) who elects to participate in the Plan, (iii)
who signs a Plan Agreement, a Confirmation Form and a Beneficiary Designation
Form (all of which may be incorporated into a single form as prescribed by the
Committee), (iv) whose signed Plan Agreement, Confirmation Form and Beneficiary
Designation Form are accepted by the Committee, (v) who commences participation
in the Plan, and (vi) whose Plan Agreement has not terminated.

                  1.23 "Plan" shall mean the PanAmSat Corporation Supplemental
Savings Plan, which shall be evidenced by this instrument and by each Plan
Agreement, as they may be amended from time to time.

                  1.24 "Plan Agreement" shall mean a written agreement, as may
be amended from time to time, which is entered into by and between an Employer
and a Participant. Each Plan Agreement executed by a Participant and the
Participant's Employer shall provide for the entire benefit to which such
Participant is entitled under the Plan; should there be more than one Plan
Agreement, the Plan Agreement bearing the latest date of acceptance by the
Employer shall supersede all previous Plan Agreements in their entirety and
shall govern such entitlement. The terms of any Plan Agreement may be different
for any Participant, and any Plan Agreement


                                       4
<PAGE>

may provide additional benefits not set forth in the Plan or limit the benefits
otherwise provided under the Plan; provided, however, that any such additional
benefits or benefit limitations must be agreed to by both the Employer and the
Participant.

                  1.25 "Plan Year" shall, except for the first Plan Year, mean a
period beginning on January 1 of each calendar year and continuing through
December 31 of such calendar year.

                  1.26 "Retirement," "Retire(s)" or "Retired" shall mean, with
respect to an Employee, severance from employment from all Employers for any
reason other than a leave of absence, death or Disability on or after attainment
of age 55 and completion of 6 Years of Service.

                  1.27 "Termination Benefit" shall mean the benefit set forth in
Section 5.1.

                  1.28 "Termination of Employment" shall mean, as determined in
the sole discretion of the Committee, the severing of employment and the
termination of services (or, in the case of a non-employee, termination of
services) with PanAmSat Corporation, its subsidiaries and any affiliated
companies for any reason, including Retirement, Disability and death.

                  1.29 "Trust" shall mean one or more trusts which may be
established pursuant to Article 12.

                  1.30 "Unforeseeable Financial Emergency" shall mean an
unanticipated emergency that is caused by an event beyond the control of the
Participant that would result in severe financial hardship to the Participant
resulting from (i) a sudden and unexpected illness or accident of the
Participant or a dependent of the Participant, (ii) a loss of the Participant's
property due to casualty, or (iii) such other extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant, all as determined in the sole discretion of the Committee.

                  1.31 "Years of Service" shall mean the total number of full
years of service for which a Participant is credited for vesting purposes under
the 401(k) Plan, including years prior to the effective date of this Plan.

                                    ARTICLE 2

                       Selection, Enrollment, Eligibility

                  2.1 Selection. Participation in the Plan shall be limited to a
select group of management and highly compensated Employees of the Employers, as
determined by the Committee. From that group, the Committee, after
recommendation of such Employees to the Committee by the President and Chief
Executive Officer of the Company, shall select, in its sole discretion,
Employees to participate in the Plan.

                  2.2 Enrollment Requirements. As a condition to participation,
each selected Employee shall complete, execute and return to the Committee a
Confirmation Form, a Plan Agreement and any additional forms deemed necessary by
the Committee, all within 30 days


                                       5
<PAGE>

after he or she is selected to participate in the Plan. In addition, the
Committee shall establish from time to time such other enrollment requirements
as it determines in its sole discretion are necessary.

                  2.3 Eligibility; Commencement of Participation. Provided an
Employee selected to participate in the Plan has met all enrollment requirements
set forth in this Plan and required by the Committee, including returning all
required documents to the Committee within the specified time period, that
Employee shall commence participation in the Plan on the day the Employee
completes all enrollment requirements. If an Employee fails to meet all such
requirements within the period required, in accordance with Section 2.2, that
Employee shall not be eligible to participate in the Plan until the first day of
the Plan Year following the delivery to and acceptance by the Committee of the
required documents.

                  2.4 Termination of Participation and/or Deferrals. If the
Committee determines that a Participant shall no longer be permitted to
participate, the Committee shall have the right, in its sole discretion, to (i)
terminate any deferral election the Participant has made for the remainder of
the Plan Year in which the Participant's membership status changes, (ii) prevent
the Participant from making future deferral elections and/or (iii) immediately
distribute the Participant's Account Balance as a Termination Benefit and
terminate the Participant's participation in the Plan.

                                    ARTICLE 3

              Deferral Commitments/Company Matching/Crediting/Taxes

                  3.1 Annual Deferrals. For each Plan Year in which a
Participant has elected to defer the maximum dollar amount which is permissible
under the terms of the 401(k) Plan and the Code, such Participant may elect to
defer an additional Annual Deferral Amount, in a whole percentage of at least
1%, of Base Annual Salary and/or Base Annual Bonus; provided, however, that the
total amounts deferred by the Participant pursuant to this Section 3.1 may not
exceed 16% of the sum of his or her Base Annual Salary and Annual Bonus prior to
giving effect to the deferral elections under this Section 3.1 and the 401(k)
Plan. Subject to the elections available under Article 4, the deferral period
for all Annual Deferral Amounts which are eligible for an Annual Company
Matching Amount under Section 3.3 hereof shall be until Termination of
Employment, unless otherwise expressly set forth in the Plan Agreement. Subject
to the elections available under Article 4, the deferral period for any Annual
Deferral Amounts which are not eligible for an Annual Company Matching Amount
under Section 3.3 hereof shall be the period expressly set forth in the Plan
Agreement and/or Confirmation Form.

                  3.2 Election to Defer; Effect of Confirmation Form.

                  (a) First Plan Year. In connection with a Participant's
commencement of participation in the Plan, the Participant shall make an
irrevocable deferral election for the Plan Year in which the Participant
commences participation in the Plan, along with such other elections as the
Committee deems necessary or desirable under the Plan. For these elections to be
valid, the Confirmation Form must be completed and signed by the Participant,
timely


                                       6
<PAGE>

delivered to the Committee (in accordance with Section 2.2 above) and accepted
by the Committee.

                  (b) Subsequent Plan Years. For each succeeding Plan Year, an
irrevocable deferral election for that Plan Year, and such other elections as
the Committee deems necessary or desirable under the Plan, shall be made by
timely delivering a new election form to the Committee, in accordance with its
rules and procedures, before the end of the Plan Year preceding the Plan Year
for which the election is made. If no such Confirmation Form is timely delivered
for a Plan Year, then the Participant shall be deemed elected an Annual Deferral
Amount of zero.

                  (c) Cancellation of Election. Notwithstanding Sections 3.2(a)
and 3.2(b), a Participant may cancel his or her Confirmation Form at any time
during the Plan Year. If such cancellation is delivered to the Committee on or
before June 30 of a Plan Year, then deferrals from the Participant's Base Salary
shall cease as soon as administratively feasible following the delivery of the
cancellation, and no deferral of the Participant's Annual Bonus for such Plan
Year shall be made. If such cancellation is delivered to the Committee on or
after July 1 of a Plan Year, then deferrals from the Participant's Base Salary
shall cease as soon as administratively feasible following the delivery of the
cancellation, but deferral of the Participant's Annual Bonus for such Plan Year
shall be made as set forth in the Participant's Confirmation Form
notwithstanding the cancellation. If a Participant cancels his or her
Confirmation Form, then the Participant shall not be entitled to complete a new
Confirmation Form for the Plan Year in which such cancellation occurred or the
immediate subsequent Plan Year. Accordingly, no further deferral shall be
allowed for the Plan Year in which such cancellation occurred, and no deferral
shall be allowed for the immediately subsequent Plan Year.

                  3.3 Annual Company Matching Amount. A Participant's Annual
Company Matching Amount for any Plan Year shall be equal to 100% of the
Participant's Annual Deferral Amount for such Plan Year; provided, however, that
the sum of such Annual Company Matching Amount and any Employer matching
contributions under the 401(k) Plan may not exceed an amount equal to 4% of the
sum of the Participant's Base Annual Salary and Annual Bonus. The Annual Company
Matching Amount shall be credited from time to time during the Plan Year as of
the dates the related amounts deferred are withheld from compensation. Subject
to the elections available under Article 4, the deferral period for all Annual
Company Matching Amounts shall be until Termination of Employment, unless
otherwise expressly set forth in the Plan Agreement.

                  3.4 Vesting. A Participant shall at all times be 100% vested
in his or her Deferral Account and Company Matching Contribution Account.

                  3.5 Crediting/Debiting of Account Balances. In accordance
with, and subject to, the rules and procedures that are established from time to
time by the Committee, in its sole discretion, amounts shall be credited to a
Participant's Account Balance, at rates set from time to time in the sole
discretion of the Committee. Notwithstanding the foregoing, in no event shall
the rate credited to a Participant's Account Balance be less than 100% of
Moody's Corporate Bond Index Rate, determined as of the first business day of
the Plan Year. Without limiting the


                                       7
<PAGE>

foregoing, a Participant's Account Balance shall at all times be a bookkeeping
entry only and shall not represent any investment made on his or her behalf by
the Company or the Trust (if any); the Participant shall at all times remain an
unsecured creditor of the Company.

                  3.6 FICA and Other Taxes.

                  (a) Annual Deferral Amounts. For each Plan Year in which an
Annual Deferral Amount is being withheld from a Participant, the Participant's
Employer(s) shall withhold from that portion of the Participant's Base Annual
Salary and Annual Bonus that is not being deferred, in a manner determined by
the Employer(s), the Participant's share of FICA and other employment taxes on
such Annual Deferral Amount. If necessary, the Committee may reduce the Annual
Deferral Amount in order to comply with this Section 3.6.

                  (b) Company Matching Amounts. For each Plan Year in which a
Participant is credited with an Annual Company Matching Amount, the
Participant's Employer(s) shall withhold from the Participant's Base Annual
Salary and/or Annual Bonus that is not deferred, in a manner determined by the
Employer(s), the Participant's share of FICA and other employment taxes. If
necessary, the Committee may reduce the Participant's Company Matching Account
in order to comply with this Section 3.6.

                  3.7 Taxation of Distributions. The Participant's Employer(s),
or the trustee of the Trust, if any, shall withhold from any payments made to a
Participant under this Plan all federal, state, and local income, employment and
other taxes required to be withheld by the Employer(s), or the trustee of the
Trust, if any, in connection with such payments, in amounts and in a manner to
be determined in the sole discretion of the Employer(s) and the trustee of the
Trust, if any.

                                    ARTICLE 4

              Unforeseeable Financial Emergencies; Early Withdrawal

                  4.1 Withdrawal Payout/Suspensions for Unforeseeable Financial
Emergencies. If the Participant experiences an Unforeseeable Financial
Emergency, the Participant may petition the Committee to (i) suspend any
deferrals required to be made by a Participant and/or (ii) receive a partial or
full payout from the Plan. The payout shall not exceed the lesser of the
Participant's Account Balance, calculated as if such Participant were receiving
a Termination Benefit, or the amount reasonably needed to satisfy the
Unforeseeable Financial Emergency. If, subject to the sole discretion of the
Committee, the petition for a suspension and/or payout is approved, suspension
shall take effect upon the date of approval and any payout shall be made in a
lump sum within 90 days of the date of approval. If a Participant's petition
under this section is approved, then the Participant shall not be entitled to
complete a new Confirmation Form for the Plan Year in which the payout to the
Participant occurs or the immediate subsequent Plan Year. Accordingly, no
further deferral shall be allowed for the Plan Year in which such payout
occurred, and no deferral shall be allowed for the immediately subsequent Plan
Year. The payment of any amount under this Section 4.1 shall not be subject to
the Deduction Limitation.


                                       8
<PAGE>

                  4.2 Early Withdrawal. A Participant (or, after a Participant's
death, his or her Beneficiary) may elect, at any time, to withdraw any or all of
his or her Account Balance (other than amounts attributable to that portion of
the Annual Deferrals described in Section 3.1 (or if applicable, as described
under the Deferral Plan) which are eligible for an Annual Company Matching
Amount described in Section 3.3 (or if applicable, as described under the
Deferral Plan)), calculated as if there had occurred a Termination of Employment
as of the day of the election, less a withdrawal penalty equal to 10% of such
amount (the net amount shall be referred to as the "Withdrawal Amount"). This
election can be made at any time, before or after Retirement, Disability, death
or Termination of Employment, and whether or not the Participant (or
Beneficiary) is in the process of being paid pursuant to an installment payment
schedule. If made before Retirement, Disability or death, a Participant's
Withdrawal Amount shall be his or her Account Balance (or the applicable portion
thereof) calculated as if there had occurred a Termination of Employment as of
the day of the election. The Participant (or his or her Beneficiary) shall make
this election by giving the Committee advance written notice of the election in
a form determined from time to time by the Committee. The Participant (or his or
her Beneficiary) shall be paid the Withdrawal Amount within 90 days of his or
her election. Once the Withdrawal Amount is paid, then deferrals from the
Participant's Base Salary shall cease as soon as administratively feasible. The
Participant shall not be entitled to complete a new Confirmation Form for the
Plan Year in which such withdrawal occurs, or the immediate subsequent Plan
Year. Accordingly, no further deferral shall be allowed for the Plan Year in
which such withdrawal occurred, and no deferral shall be allowed for the
immediately subsequent Plan Year. The payment of any amount under this Section
4.2 shall be subject to the Deduction Limitation.

                                   ARTICLE 5

                       Termination Benefit; Layoff Benefit

                  5.1 Termination Benefit. Subject to the Deduction Limitation,
the Participant shall receive a Termination Benefit, which shall be equal to the
Participant's Account Balance if a Participant experiences a Termination of
Employment.

                  5.2 Payment of Termination Benefit. At the time the
Participant makes a deferral election pursuant to Section 3.2, he or she shall
specify whether the Termination Benefit shall be paid (i) in a lump sum, (ii) in
substantially equal annual installments over a period of not longer than ten
years, or (iii) in two installments, the first of which shall be in an amount
equal to 50% of the Participant's Account Balance at the time of his Termination
of Employment, and the second of which shall be in an amount equal to the
remaining portion of the Participant's Account Balance. Payment of any
Termination Benefit to the Participant or his or her Beneficiary, if the
Participant is not then living, shall begin as soon as administratively
practicable after the Participant experiences a Termination of Employment.
Subject to Sections 5.3 and 5.4, each subsequent payment to be made pursuant to
subsections (ii) or (iii) shall be paid to the Participant (or to the
Participant's Beneficiary, if the Participant is not then living) as soon as
administratively practicable after January 1 of the year or years following the
Participant's Termination of Employment. If the Participant fails to specify how
the Termination Benefit shall


                                       9
<PAGE>

be paid, the Participant will be deemed to have selected, and the Termination
Benefit shall be paid in accordance with option (iii), above. Any payment made
shall be subject to the Deduction Limitation.

                  5.3 Participant Modifications. If payment of a Participant's
Termination Benefit has not commenced, such Participant may revoke and modify a
previous deferral election that was made under Section 5.2 or under this Section
5.3. To be effective, a modification under this Section 5.3 must be in writing
and must be received by the Committee at least 12 months prior to the
Participant's Termination of Employment. If a modification is made and filed
with the Committee within the 12-month period prior to the Participant's
Termination of Employment, such modification will have no effect unless it is
approved by the Committee pursuant to Section 5.4.

                  5.4 Committee Modifications. Notwithstanding any provision in
the Plan to the contrary, the Committee, in its sole discretion, may cause
payment of a Participant's Termination Benefit to commence sooner than it would
otherwise commence under this Section 5.3, and, even if payment of such
Termination Benefit has already commenced, cause the Termination Benefit to be
paid over a period of time that is shorter than the period payments would
otherwise be paid. Furthermore, upon receipt of a Participant's written request,
the Committee, in its sole discretion, may delay the commencement of a
Participant's Termination Benefit to a date that is later than the date payments
would otherwise commence but in no event later than the beginning of the Plan
Year following the Plan Year in which the Participant turns 70 1/2, and, even if
payment of such Termination Benefit has already commenced, cause payments to be
made over a period of time that is longer than the period payments would
otherwise be paid, but in no event for a period longer than 10 years.

                                   ARTICLE 6

                                Disability Waiver

                  6.1 Waiver of Deferral. A Participant who is determined by the
Committee to be suffering from a Disability shall be excused from fulfilling
that portion of the Annual Deferral Amount commitment that would otherwise have
been withheld from a Participant's Base Annual Salary and Annual Bonus for the
Plan Year during which the Participant first suffers a Disability. During the
period of Disability, the Participant shall not be allowed to make any
additional deferral elections, but will continue to be considered a Participant
for all other purposes of this Plan.

                  6.2 Return to Work. If a Participant returns to employment
with an Employer, after a Disability ceases, the Participant may elect to defer
an Annual Deferral Amount for the next Plan Year following his or her return to
employment provided he or she continues to be eligible to participate in the
Plan.


                                       10
<PAGE>

                                    ARTICLE 7

                             Beneficiary Designation

                  7.1 Beneficiary. Each Participant shall have the right, at any
time, to designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a Beneficiary upon
the death of a Participant. The Beneficiary designated under this Plan may be
the same as or different from the Beneficiary designation under any other plan
of an Employer in which the Participant participates.

                  7.2 Beneficiary Designation; Change. A Participant shall
designate his or her Beneficiary by completing and signing the Beneficiary
Designation Form, and returning it to the Committee or its designated agent. A
Participant shall have the right to change a Beneficiary by completing, signing
and otherwise complying with the terms of the Beneficiary Designation Form and
the Committee's rules and procedures, as in effect from time to time. Upon the
acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled. The Committee shall
rely on the last Beneficiary Designation Form filed by the Participant and
accepted by the Committee prior to his or her death.

                  7.3 Acknowledgment. No designation or change in designation of
a Beneficiary shall be effective until received and acknowledged in writing by
the Committee or its designated agent.

                  7.4 No Beneficiary Designation. If a Participant fails to
designate a Beneficiary as provided in Sections 7.1, 7.2 and 7.3 above or, if
all designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Participant's designated
Beneficiary shall be deemed to be his or her surviving spouse. If the
Participant has no surviving spouse, the benefits remaining under the Plan to be
paid to a Beneficiary shall be payable to the executor or personal
representative of the Participant's estate.

                  7.5 Doubt as to Beneficiary. If the Committee has any doubt as
to the proper Beneficiary to receive payments pursuant to this Plan, the
Committee shall have the right, exercisable in its discretion, to cause the
Participant's Employer to withhold such payments until this matter is resolved
to the Committee's satisfaction.

                  7.6 Discharge of Obligations. The payment of benefits under
the Plan to a Beneficiary shall fully and completely discharge all Employers and
the Committee from all further obligations under this Plan with respect to the
Participant, and that Participant's Plan Agreement shall terminate upon such
full payment of benefits.

                                    ARTICLE 8

                                Leave of Absence

                  8.1 Paid Leave of Absence. If a Participant is authorized by
the Participant's Employer for any reason to take a paid leave of absence from
the employment of the Employer,


                                       11
<PAGE>

the Participant shall continue to be considered employed by the Employer and the
Annual Deferral Amount shall continue to be withheld during such paid leave of
absence in accordance with Section 3.2.

                  8.2 Unpaid Leave of Absence. If a Participant is authorized by
the Participant's Employer for any reason to take an unpaid leave of absence
from the employment of the Employer, the Participant shall continue to be
considered employed by the Employer and the Participant shall be excused from
making deferrals until the earlier of the date the leave of absence expires or
the Participant returns to a paid employment status. Upon such expiration or
return, deferrals shall resume for the remaining portion of the Plan Year in
which the expiration or return occurs, based on the deferral election, if any,
made for that Plan Year. If no election was made for that Plan Year, no deferral
shall be withheld.

                                    ARTICLE 9

                     Termination, Amendment or Modification

                  9.1 Termination. Although each Employer anticipates that it
will continue the Plan for an indefinite period of time, there is no guarantee
that any Employer will continue the Plan or will not terminate the Plan at any
time in the future. Accordingly, except as otherwise provided in this Section
9.1, each Employer reserves the right to discontinue its sponsorship of the Plan
and/or to terminate the Plan at any time with respect to any or all of its
participating Employees by action of its board of directors. Upon the
termination of the Plan with respect to any Employer, the Plan Agreements of the
affected Participants who are employed by that Employer shall terminate and
their Account Balances, determined as if they had experienced a Termination of
Employment on the date of Plan termination. The termination of the Plan shall
not adversely affect any Participant or Beneficiary who has become entitled to
the payment of any benefits under the Plan as of the date of termination;
provided, however, that the Employer shall have the right to accelerate
installment payments without a premium or prepayment penalty by paying the
Account Balance in a lump sum.

                  9.2 Amendment. Except as otherwise provided in this Section
9.2, the Company may, at any time, amend or modify the Plan in whole or in part
by the action of the Board; provided, however, that no amendment or modification
shall be effective to decrease or restrict the value of a Participant's Account
Balance in existence at the time the amendment or modification is made,
calculated as if the Participant had experienced Termination of Employment as of
the effective date of the amendment or modification. The amendment or
modification of the Plan shall not affect any Participant or Beneficiary who has
become entitled to the payment of benefits under the Plan as of the date of the
amendment or modification; provided, however, that the Employer shall have the
right to accelerate installment payments by paying the Account Balance in a lump
sum.

                  9.3 Plan Agreement. Despite the provisions of Sections 9.1 and
9.2, if a Participant's Plan Agreement contains benefits or limitations that are
not in this Plan document, the Employer may only amend or terminate such
provisions with the consent of the Participant.


                                       12
<PAGE>

                  9.4 Effect of Payment. The full payment of the benefit under
Article 4 or 5 of the Plan shall completely discharge all obligations to a
Participant and his or her designated Beneficiaries under this Plan and the
Participant's Plan Agreement shall terminate.

                                   ARTICLE 10

                                 Administration

                  10.1 Committee Duties. This Plan shall be administered by the
Company's Compensation Committee. Members of the Committee may be Participants
under this Plan. The Committee shall also have the discretion and authority to
(i) make, amend, interpret, and enforce all appropriate rules and regulations
for the administration of this Plan and (ii) decide or resolve any and all
questions including interpretations of this Plan and determinations of fact, and
eligibility for benefits hereunder, as may arise in connection with the Plan.
Any individual serving on the Committee who is a Participant shall not vote or
act on any matter relating solely to himself or herself. When making a
determination or calculation, the Committee shall be entitled to rely on
information furnished by a Participant or the Company.

                  10.2 Delegation. In the administration of this Plan, the
Committee may, from time to time, employ agents (who may be Participants) and
delegate to them such duties as it sees fit (including exercise, on behalf of
the Committee, and decisions, including discretionary decisions, reserved to the
Committee under this Plan or under law) and may from time to time consult with
counsel who may be counsel to any Employer. Unless the Committee provides
otherwise, persons to whom duties have been delegated may themselves delegate
such duties to other persons.

                  10.3 Binding Effect of Decisions. The decision or action of
the Committee with respect to any question arising out of or in connection with
the administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding upon
all persons having any interest in the Plan.

                  10.4 Indemnity of Committee. All Employers shall indemnify and
hold harmless the members of the Committee, and any Employee to whom the duties
of the Committee may be delegated, against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with respect
to this Plan, except in the case of willful misconduct by the Committee or any
of its members or any such Employee.

                  10.5 Employer Information. To enable the Committee to perform
its functions, each Employer shall supply full and timely information to the
Committee on all matters relating to the compensation of its Participants, the
date and circumstances of the Termination of Employment of its Participants, and
such other pertinent information as the Committee may reasonably require.


                                       13
<PAGE>

                                   ARTICLE 11

                          Other Benefits and Agreements

                  The benefits provided for a Participant and Participant's
Beneficiary under the Plan are in addition to any other benefits available to
such Participant under any other plan or program for employees of the
Participant's Employer. The Plan shall supplement and shall not supersede,
modify or amend any other such plan or program except as may otherwise be
expressly provided.

                                   ARTICLE 12

                                      Trust

                  12.1 Establishment of Trust. The Company may establish a
Trust, and each Employer may at least annually transfer over to the Trust such
assets as the Employer determines, in its sole discretion, are necessary to
provide, on a present value basis, for its respective future liabilities created
with respect to the Annual Deferral Amounts, Annual Company Contribution
Amounts, and Annual Company Matching Amounts for such Employer's Participants
for all periods prior to the transfer, as well as any debits and credits to the
Participants' Account Balances for all periods prior to the transfer, taking
into consideration the value of the assets in the trust at the time of the
transfer.

                  12.2 Interrelationship of the Plan and the Trust. The
provisions of the Plan and the Plan Agreement shall govern the rights of a
Participant to receive distributions pursuant to the Plan. The provisions of the
Trust shall govern the rights of the Employers, Participants and the creditors
of the Employers to the assets transferred to the Trust. Each Employer shall at
all times remain liable to carry out its obligations under the Plan.

                  12.3 Distributions from the Trust. Each Employer's obligations
under the Plan may be satisfied with Trust assets distributed pursuant to the
terms of the Trust, and any such distribution shall reduce the Employer's
obligations under this Plan.

                  12.4 Investment of Trust Assets. The trustee of the Trust, if
any, shall be authorized, upon written instructions received from the Committee
or investment manager appointed by the Committee, to invest and reinvest the
assets of the Trust in accordance with the applicable Trust Agreement, including
the disposition of stock and reinvestment of the proceeds in one or more
investment vehicles designated by the Committee.

                                   ARTICLE 13

                                  Miscellaneous

                  13.1 Status of Plan. The Plan is intended to be a plan that is
not qualified within the meaning of Code Section 401(a) and that "is unfunded
and is maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of


                                       14
<PAGE>

management or highly compensated employees" within the meaning of ERISA Sections
201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
to the extent possible in a manner consistent with that intent.

                  13.2 Unsecured General Creditor. Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, interests or claims in any property or assets of an Employer. For
purposes of the payment of benefits under this Plan, any and all of an
Employer's assets shall be, and remain, the general, unfledged unrestricted
assets of the Employer. An Employer's obligation under the Plan shall be merely
that of an unfunded and unsecured promise to pay money in the future.

                  13.3 Employer's Liability. An Employer's liability for the
payment of benefits shall be defined only by the Plan and the Plan Agreement, as
entered into between the Employer and a Participant. An Employer shall have no
obligation to a Participant under the Plan except as expressly provided in the
Plan and his or her Plan Agreement.

                  13.4 Nonassignability. Neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, the amounts, if any, payable hereunder, or
any part thereof, which are, and all rights to which are expressly declared to
be, unassignable and nontransferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure, attachment, garnishment or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency.

                  13.5 Not a Contract of Employment. The terms and conditions of
this Plan shall not be deemed to constitute a contract of employment between any
Employer and the Participant. Such employment is hereby acknowledged to be an
"at will" employment relationship that can be terminated at any time for any
reason, or no reason, with or without cause, and with or without notice, unless
expressly provided in a written employment agreement. Nothing in this Plan shall
be deemed to give a Participant the right to be retained in the service of any
Employer, either as an Employee or to interfere with the right of any Employer
to discipline or discharge the Participant at any time.

                  13.6 Furnishing Information. A Participant or his or her
Beneficiary will cooperate with the Committee by furnishing any and all
information requested by the Committee and take such other actions as may be
requested in order to facilitate the administration of the Plan and the payments
of benefits hereunder, including, but not limited to, taking such physical
examinations as the Committee may deem necessary. Failure to cooperate in good
faith by a Participant or his or her Beneficiary shall absolve the Company of
any and all liability to such Participant or Beneficiary with respect to the
Plan.

                  13.7 Terms. Whenever any words are used herein in the
masculine, they shall be construed as though they were in the feminine in all
cases where they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as


                                       15
<PAGE>

though they were used in the plural or the singular, as the case may be, in all
cases where they would so apply.

                  13.8 Captions. The captions of the articles, sections and
paragraphs of this Plan are for convenience only and shall not control or affect
the meaning or construction of any of its provisions.

                  13.9 Governing Law. The provisions of this Plan shall be
construed and interpreted according to federal law, except to the extent that
federal law is not preempted, this Plan shall be construed and interpreted
according to the laws of the State of Connecticut without regard to its
conflicts of laws principles.

                  13.10 Notice. Any notice or filing required or permitted to be
given to the Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address below:

                  Compensation Committee
                  PanAmSat Corporation
                  20 Westport Road
                  Wilton, CT 06897

Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.

                  Any notice or filing required or permitted to be given to a
Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the Participant.

                  13.11 Successors. The provisions of this Plan shall bind and
inure to the benefit of the Participant's Employer and its successors and
assigns and the Participant and the Participant's designated Beneficiaries.

                  13.12 Validity. In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and enforced
as if such illegal or invalid provision had never been inserted herein.

                  13.13 Incompetent. If the Committee determines in its
discretion that a benefit under this Plan is to be paid to a minor, a person
declared incompetent or to a person incapable of handling the disposition of
that person's property, the Committee may direct payment of such benefit to the
guardian, legal representative or person having the care and custody of such
minor, incompetent or incapable person. The Committee may require proof of
minority, incompetence, incapacity or guardianship, as it may deem appropriate
prior to distribution of the benefit. Any payment of a benefit shall be a
payment for the account of the Participant and the Participant's Beneficiary, as
the case may be, and shall be a complete discharge of any liability under the
Plan for such payment amount.


                                       16
<PAGE>

                  13.14 Court Order. The Committee is authorized to make any
payments directed by court order in any action in which the Plan or the
Committee has been named as a party. In addition, if a court determines that a
spouse or former spouse of a Participant has an interest in the Participant's
benefits under the Plan in connection with a property settlement or otherwise,
the Committee, in its sole discretion, shall have the right, notwithstanding any
election made by a Participant, to immediately distribute the spouse's or former
spouse's interest in the Participant's benefits under the Plan to that spouse or
former spouse.

                  13.15 Distribution in the Event of Taxation.

                  (a) In General. If, for any reason, all or any portion of a
Participant's benefits under this Plan becomes taxable to the Participant prior
to receipt, a Participant may petition the Committee for a distribution of that
portion of his or her benefit that has become taxable. Upon the grant of such a
petition, which grant shall not be unreasonably withheld, a Participant's
Employer shall distribute to the Participant immediately available funds in an
amount equal to the taxable portion of his or her benefit (which amount shall
not exceed a Participant's unpaid Account Balance under the Plan). If the
petition is granted, the tax liability distribution shall be made in a lump sum
within 90 days of the date when the Participant's petition is granted. Such a
distribution shall affect and reduce the benefits to be paid under this Plan.

                  (b) Trust. If the Trust, if any, terminates and benefits are
distributed from the Trust to a Participant in accordance with such termination,
the Participant's benefits under this Plan shall be reduced to the extent of
such distributions.

                  13.16 Insurance. The Employers, on their own behalf or on
behalf of the trustee of the Trust, if any, and, in their sole discretion, may
apply for and procure insurance on the life of the Participant, in such amounts
and in such forms as the Trust may choose. The Employers or the trustee of the
Trust, if any, as the case may be, shall be the sole owner and beneficiary of
any such insurance. The Participant shall have no interest whatsoever in any
such policy or policies, and at the request of the Employers shall submit to
medical examinations and supply such information and execute such documents as
may be required by the insurance company or companies to whom the Employers have
applied for insurance. If a Participant fails or refuses to comply with the
preceding sentence, he or she shall cease to be a participant hereunder and
shall immediately forfeit his or her entire Company Matching Account; provided,
however, that Participants who submit to such medical examinations and otherwise
supply information reasonably requested but are denied insurance coverage shall
not forfeit any Account Balances nor cease Plan participation.


                                       17
<PAGE>

                  IN WITNESS WHEREOF, the Company has signed this Plan document
as of ________________, 2002.



                                      PANAMSAT CORPORATION





                                      By:
                                           -------------------------------------
                                           Title:


                                       18