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Exhibit 4.4




AMENDMENT NO. 1

TO

MEMBER PROTECTION RIGHTS AGREEMENT




          THIS AMENDMENT NO. 1 TO MEMBER PROTECTION RIGHTS AGREEMENT (this
“Amendment”) is effective as of May 10, 2004, by and between Intelsat, Ltd., a
Bermuda company (the “Company”) and The Bank of New York (the “Rights Agent”).



          WHEREAS, the Company and the Rights Agent are party to a Member Protection
Rights Agreement dated as of July 18, 2001 (the “Rights Agreement”); and



          WHEREAS, as of the execution of this Amendment, a Flip-in Date has not
occurred and therefore, the Company and the Rights Agent may amend the Rights
Agreement in any respect without the approval of any holders of any Rights,
except as specifically set forth in Section 5.4 of the Rights Agreement; and



          WHEREAS, in accordance with Section 5.4 of the Rights Agreement, the
Company and the Rights Agent desire to amend the Rights Agreement on the terms
and conditions set forth herein and have determined that such amendment does
not require the approval of any holders of any Rights; and



          WHEREAS, for purposes of this Amendment, capitalized terms not otherwise
defined herein shall have the respective meanings set forth in the Rights
Agreement, as amended by this Amendment.



          NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:



          1. Amendments to Rights Agreement



               Section 1.1 of the Rights Agreement, relating to the definition of the
term “Acquiring Person,” is amended in its entirety to read as follows:




	 	 	 	“Acquiring Person” shall mean any Person who is or becomes the
Beneficial Owner of 15% or more of the outstanding Shares by any
means other than the acquisition or redemption by the Company of
outstanding Shares; provided, however, that the term “Acquiring
Person” shall not include any Person (i) who is a Grandfathered
Member and who does not Beneficially Own any outstanding Shares,
other than Shares included in such Grandfathered Member’s
Grandfathered Interest; (ii) who becomes the Beneficial Owner of
15% or more of the outstanding Shares but who acquired Beneficial
Ownership of Shares without any plan or intention to seek or affect
control of the Company, if such Person promptly divests, or
promptly enters into an agreement with, and satisfactory to, the
Company, in its sole discretion, to divest (without exercising or
retaining any power, including voting power, with respect to such
Shares), sufficient Shares (or




 









 






	 	 	 	securities convertible into, exchangeable into or exercisable for
Shares) so that such Person ceases to be the Beneficial Owner of
15% or more of the outstanding Shares (or, in the case of a
Grandfathered Member or any Person who acquires a Grandfathered
Interest under clause (iv), any Shares not included in the
Grandfathered Interest), (iii) who Beneficially Owns Shares
consisting solely of one or more (A) Shares Beneficially Owned
pursuant to the grant or exercise of an option granted to such
Person (an “Option Holder”) by the Company in connection with an
agreement to merge with, or acquire, the Company entered into prior
to a Flip-in Date, (B) Shares (or securities convertible into,
exchangeable into or exercisable for Shares) Beneficially Owned by
such Option Holder or its Affiliates or Associates at the time of
grant of such option, and (C) Shares (or securities convertible
into, exchangeable into or exercisable for Shares) acquired by
Affiliates or Associates of such Option Holder after the time of
such grant which, in the aggregate, amount to less than 1% of the
outstanding Shares, or (iv) who has Beneficial Ownership of not
exceeding 20% of the outstanding Shares, which Shares were all or
part of the Grandfathered Interests acquired from one or more
Grandfathered Members (or from a subsequent holder of a
Grandfathered Interest that acquired its Shares under this clause
(iv)) at a time when the Person did not Beneficially Own any other
Shares (and does not thereafter acquire Beneficial Ownership of any
other Shares, except through Company Action) and pursuant to a
transaction which received the prior approval of a majority of the
Disinterested Directors (it being agreed that the Disinterested
Directors shall act upon a request to approve such a transfer
within 30 days of receipt of a written request to do so accompanied
by adequate information about the proposed transferee and the
proposed transaction (insofar as it relates to the Company and the
Shares to be transferred) to allow the Disinterested Directors to
make a timely judgment about the financial condition, competitive
position and reputation in the international business community of
the proposed transferee and the impact, if any, of the proposed
transaction on the Company); provided, however, that the
Disinterested Directors shall not unreasonably withhold their
approval, taking into account the impact, if any, of the proposed
transaction on the Company (including any potential competitive
impact) and the financial condition, competitive position and
reputation in the international business community of the proposed
transferee. If any of the information required to be furnished to
the Disinterested Directors is proprietary and confidential, such
information may be furnished under an appropriate confidentiality
agreement with the Company. In addition, the Company, any
Subsidiary of the Company and any employee stock ownership or other
employee benefit plan of the Company or a Subsidiary of the Company
(or any entity or trustee holding Shares for or pursuant to the
terms of any such plan or for the purpose of funding any such plan
or funding other employee benefits for employees of the Company or
of any Subsidiary of the Company) shall not be an Acquiring Person.
It is the intention of this definition of “Acquiring Person” that
a party that is unaffiliated with a Person who is a Grandfathered
Member on July 18, 2001 and who acquires Beneficial Ownership of
15% or more of the outstanding Shares would become an




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	 	 	 	Acquiring Person notwithstanding clause (i) of this definition
unless such party succeeds (through one or more transactions) to at
least 75% of the assets of the Person who on July 18, 2001 is a
Grandfathered Member. Notwithstanding the foregoing or anything to
the contrary in this Agreement, neither Lockheed Martin Corporation
nor its Affiliates, including any Affiliate incorporated or
acquired by Lockheed Martin Corporation after July 18, 2001,
together with their respective Affiliates (each referred to
hereinafter as a “Qualified Exempt Person”) is an “Acquiring
Person” or will be an “Acquiring Person” as a result of (a)
entering into the Transaction Agreement dated as of May 11, 2004 by
and among the Company, Intelsat Government Solutions Corporation,
Intelsat MTC LLC, COMSAT General Corporation, Lockheed Martin
Global Telecommunications, LLC and COMSAT New Services, Inc., as
such Transaction Agreement may be amended with the approval of all
of the Disinterested Directors from time to time (the “Transaction
Agreement”) or any of the other agreements contemplated by the
Transaction Agreement, as such documents may be amended with the
approval of all of the Disinterested Directors from time to time
(the “Transaction Documents”), (b) the issuance of any Shares by
the Company to a Qualified Exempt Person pursuant to any of the
Transaction Documents and the transactions contemplated thereby or
(c) the consummation of any other transactions contemplated by the
Transaction Documents.





          2. Benefits. Nothing in the Rights Agreement, as amended by this
Amendment, shall be construed to give to any Person other than the Company, the
Rights Agent and the registered holders of the Rights Certificates (and, prior
to the Separation Time, the registered holders of the Shares) any legal or
equitable right, remedy or claim under the Rights Agreement, as amended by this
Amendment; but the Rights Agreement, as amended by this Amendment, shall be for
the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights Certificates (and, prior to the Separation
Time, the registered holders of the Shares).



          3. Descriptive Headings. Descriptive headings of the several Sections of
this Amendment are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.



          4. Governing Law. This Amendment shall be deemed to be a contract made
under the laws of Bermuda and for all purposes shall be governed by and
construed in accordance with the laws of Bermuda.



          5. Other Terms Unchanged. The Rights Agreement, as amended by this
Amendment, shall remain and continue in full force and effect and is in all
respects agreed to, ratified and confirmed hereby. Any reference to the Rights
Agreement after the date first set forth above shall be deemed to be a
reference to the Rights Agreement, as amended by this Amendment.



          6. Counterparts. This Amendment may be executed in any number of
counterparts. It shall not be necessary that the signature of or on behalf of
each party appears on



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each counterpart, but it shall be sufficient that the signature of or on behalf
of each party appears on one or more of the counterparts. All counterparts
shall collectively constitute a single agreement. It shall not be necessary in
any proof of this Amendment to produce or account for more than a number of
counterparts containing the respective signatures of or on behalf of all of the
parties.



          7. Severability. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.



          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested by the appropriate authorized persons as of the date
first above written.



	 	 	 	 	 
	The Common Seal of

	 	 	)	 
	Intelsat, Ltd.

	 	 	)	 
	was hereunto affixed in the

	 	 	)	 
	presence of:

	 	 	)	 







	 	 	 
	By:

	 	                     /s/ Conny Kullman
	

	 	
 
	

	 	Name: Conny Kullman

Title: Chief Executive Officer







The Bank of New York




	 	 	 
	By:

	 	                     /s/ Stacey Beech
	

	 	
 
	

	 	Name: Stacey Beech
	

	 	Title: Assistant Vice President








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