<PAGE>








                                                            EXHIBIT 10.85



                              PANAMSAT CORPORATION

                           DEFERRED COMPENSATION PLAN



                           Effective January 1, 1997

                   Amended and Restated as of January 1, 2002





<PAGE>

                               TABLE OF CONTENTS
                               -----------------

Article 1   Definitions.......................................................2

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

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

Article 4   Unforeseeable Financial Emergencies; Withdrawal or In-Service
            Distribution Elections............................................8
   4.1      Withdrawal Payout/Suspensions for Unforeseeable Financial
            Emergencies.......................................................8
   4.2      Early Withdrawal..................................................8
   4.3      In-Service Distributions..........................................9

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

Article 6   Disability Waiver................................................11
   6.1      Waiver of Deferral...............................................11
   6.2      Return to Work...................................................11

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..........................................12
   7.6      Discharge of Obligations.........................................12

Article 8   Leave of Absence.................................................12


                                       i

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   8.1      Paid Leave of Absence.............................................12
   8.2      Unpaid Leave of Absence...........................................12

Article 9   Termination, Amendment or Modification............................12
   9.1      Termination.......................................................12
   9.2      Amendment.........................................................13
   9.3      Plan Agreement....................................................13
   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............................................14
   10.5     Employer Information..............................................14

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....................................................15
   13.1     Status of Plan....................................................15
   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............................................16
   13.7     Terms.............................................................16
   13.8     Captions..........................................................16
   13.9     Governing Law.....................................................16
   13.10    Notice............................................................16
   13.11    Successors........................................................16
   13.12    Validity..........................................................16
   13.13    Incompetent.......................................................17
   13.14    Court Order.......................................................17
   13.15    Distribution in the Event of Taxation.............................17
   13.16    Insurance.........................................................17

                                       ii
<PAGE>


                              PANAMSAT CORPORATION

                           DEFERRED COMPENSATION PLAN

   Effective January 1, 1997, as amended and restated effective as of
   January 1, 2002)

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

     WHEREAS, the 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 Plan, the Company may amend the
Plan at any time and from time to time;

     WHEREAS, effective as of January 1, 2002, the Company desires to amend and
restate the Plan to provide, among other things, 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 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 Plan; and

     WHEREAS, effective as of January 1, 2002, the Company adopts the PanAmSat
Corporation Supplemental Savings Plan (the "Supplemental Savings Plan") to
provide certain Eligible Employees with the ability to elect Restoration
Benefits.

     NOW THEREFORE, effective as of January 1, 2002, the Company hereby amends
and restates 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.


<PAGE>

                                   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:

     1.1  "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 and (ii) the balance in any Payment Election Account. 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. Notwithstanding the foregoing, if
such Participant was a participant in the Plan on or before December 31, 2001,
the sum of the balance (if any) of his or her Account Balance as of December 31,
2001 that is attributable to such Participant's Restoration Benefit shall be
credited on the records of the Employer to the Participant's account balance
under the Supplemental Savings 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 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 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.

     1.5  "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)


                                        2
<PAGE>

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.

     1.6  "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.

     1.7  "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.

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

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

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

     1.11  "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.

     1.12  "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 3.6
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).

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

     1.14  "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


                                       3
<PAGE>

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.

     1.15  "Election Form" shall mean the form established from time to time by
the Committee that a Participant completes, signs and returns to the Committee
to make an election under the Plan.

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

     1.17  "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.

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

     1.19  "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, an Election 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, Election 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.

     1.20  "Payment Election" shall mean an election by a Participant in
accordance with Section 4.3 to receive an in-service distribution of such
Participant's credit balance in his or her Payment Election Account.

     1.21  "Payment Election Account" shall mean each of the separate accounts
which the Company is required to establish and maintain with respect to a
Participant in accordance with the provisions of Section 4.3(b)."

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

     1.23  "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 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.



                                       4
<PAGE>


     1.24  "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.

     1.25  "Prior Plan" shall mean the PanAmSat Corporation Restoration and
Deferred Compensation Plan, which shall be evidenced by this instrument and by
each Plan Agreement, as they may be amended from time to time.

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

     1.27  "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.

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

     1.29   "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.

                                   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 an
Election Form, a Plan Agreement and any additional forms deemed necessary by the
Committee, all within 30 days 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



                                       5
<PAGE>


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 then vested Account Balance as a Termination Benefit and terminate
the Participant's participation in the Plan.

                                   Article 3

                      Deferral Commitments/Crediting/Taxes
                      ------------------------------------

     3.1  Minimum Deferrals. For each Plan Year, a Participant may elect to
defer, as his or her Annual Deferral Amount, Base Annual Salary in a whole
percentage of at least 5% or in a stated dollar amount not less than $5,000, and
Annual Bonus in a whole percentage of at least 5% or a stated dollar amount not
less than $5,000; provided, however, that with respect to the first Plan Year,
i.e., the 1997 calendar year, such minimums shall be 1% or a stated dollar
amount not less than $1,000, rather than 5% and $5,000, respectively. If an
election is made for less than stated minimum percentage or dollar amount, or if
no election is made, the amount deferred shall be zero. Subject to the elections
available under Article 4, the deferral period for all Deferrals shall be the
period expressly set forth in the Plan Agreement and/or Election Form.

     3.2  Maximum Deferrals.
          -----------------

     (a)  Base Annual Salary and Annual Bonus. For each Plan Year, a Participant
may elect to defer, in increments of the minimum percentages or dollar amounts
stated above, Base Annual Salary and Annual Bonus up to the following maximum
percentages for each deferral elected:

                Deferral                                    Maximum Amount
                --------                                    --------------
            Base Annual Salary                                   50%
            Annual Bonus                                         80%

     A Participant's election to defer Annual Bonus may specify that no deferral
shall be made with respect to the amount of such Participant's Annual Bonus up
to a dollar amount specified by the Participant, and that a specified percentage
(up to 100%) shall be deferred to the extent that the Annual Bonus exceeds such
specified dollar amount.

     (b)  Notwithstanding the foregoing, if a Participant first becomes a
Participant after the first day of a Plan Year, (i) the maximum Annual Deferral
Amount, with respect to Base Annual Salary shall be limited to the amount of
compensation not yet earned by the Participant as of the date the Participant
submits a Plan Agreement and Election Form to the Committee for acceptance, and
(ii) no deferral of the Annual Bonus for such Plan Year shall be permitted
unless the Participant enrolls on a timely basis (as determined under Section
2.2) by submitting a Plan Agreement and Election Form to the Committee for


                                       6
<PAGE>

acceptance on or before June 30 of such Plan Year. Notwithstanding the
foregoing, solely with respect to the 1997 Plan Year, an enrollment election
shall be deemed timely filed if it is filed on or prior to October 30, 1997.

     3.3   Election to Defer; Effect of Election 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 Election Form
must be completed and signed by the Participant, timely 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 Election 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 subsections (a) and (b), a
Participant may cancel his or her Election 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 Election Form notwithstanding the cancellation.
If a Participant cancels his or her Election Form, then the Participant shall
not be entitled to complete a new Election 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.

     3.4  Withholding of Annual Deferral Amounts. For each Plan Year, the Base
Annual Salary portion of the Annual Deferral Amount shall be withheld from each
regularly scheduled Base Annual Salary payroll in equal amounts, as adjusted
from time to time for increases and decreases in Base Annual Salary. The Annual
Bonus portion of the Annual Deferral Amount shall be withheld at the time the
Annual Bonus is or otherwise would be paid to the Participant, whether or not
this occurs during the Plan Year itself.

     3.5  Vesting. A Participant shall at all times be 100% vested in his or her
Deferral Account.

                                       7

<PAGE>


     3.6  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 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.

     3.7  FICA and Other Taxes. 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 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 3.7.

     3.8  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; Withdrawal or In-Service Distribution
   Elections

     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 Election
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.

     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, calculated as if there had occurred a Termination of Employment
as of the day of the election,


                                        8
<PAGE>
 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 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 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 Election 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.

     4.3  In-Service Distributions.
          ------------------------

     (a)  General. In accordance with, and subject to, the rules and procedures
that are established from time to time by the Committee, in its sole discretion,
each Participant who files an Election Form with respect to any calendar year
may, prior to the commencement of such calendar year, file with the Company a
Payment Election with respect to all or a portion of such Participant's Deferral
Account for such calendar year. The Payment Election shall designate the year or
years of payment and the amount of credit balance in which such Participant
desires to be paid in such year or each of such years; provided, however, that
the deferral period for each account must be at least three years from the date
of the deferral, and a Participant may not have more than four Payment Election
Accounts outstanding at any time.

     (b)  Payment Election Accounts. The Company shall establish on its books a
separate Payment Election Account in respect of each Participant for each
calendar year that such Participant has requested an in-service distribution
with respect to that portion of a Participant's Deferral Account for such
calendar year that is subject to a Payment Election. The deferral period for
each such Payment Election Account shall be at least three years from the date
of the deferral. The Company shall maintain each such Payment Election Account
for so long as there is a credit balance therein.

     (c)  Payment of In-Service Distributions. If a Participant files a Payment
Election with respect to any calendar year, the Company shall pay to such
Participant the amount specified in, or calculated in accordance with the
provisions of, such Payment Election, in lieu of the payment referred to in
Section 5.1, within 30 days of the Anniversary Date specified in the
Participant's Payment Election. Each such payment shall be calculated in
accordance with Section 3.6, for the applicable calendar year. The payment of
any amount under this Section 4.3(c) shall be subject to the Deduction
Limitation.

     (d)  Payment following Termination of Employment. Notwithstanding the
provisions of Section 4.3(c), if any Participant who has filed a Payment
Election with respect to


                                       9
<PAGE>


any calendar year experiences a Termination of Employment, the Company shall pay
to such Participant (or, in the event of his death, to the executors or
administrators of his estate), in lieu of the payments described in Section
4.3(c), the Termination Benefit described in Section 5.1 in accordance with the
provisions set forth in Section 5.2.

                                   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 3.3, 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 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



                                       10
<PAGE>

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.

                                   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.



                                       11
<PAGE>

     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, 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 3.3.

     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



                                       12
<PAGE>


any Employer, the Plan Agreements of the affected Participants
who are employed by that Employer shall terminate and their respective 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.

     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


                                       13

<PAGE>


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.

                                   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 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



                                       14
<PAGE>


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 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.



                                       15
<PAGE>

     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 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.


                                       16
<PAGE>


     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.

     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



                                       17
<PAGE>

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.


                                       18
<PAGE>


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

                                         PANAMSAT CORPORATION


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



                                       19