PANAMSAT CORP /NEW/
EXHIBIT 10.71
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<TYPE>EX-10
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<FILENAME>pasex1071.txt
<DESCRIPTION>EXHIBIT 10.71
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                                                                   Exhibit 10.71

                 [Letterhead of Hughes Electronics Corporation]


August 20, 2001

Joseph R. Wright, Jr.
10 Gracie Square, Apt. 7G
New York, NY 10028

Dear Joe,

I am  delighted  to offer you the  position  of  President  and Chief  Executive
Officer of PanAmSat Corporation at our headquarters in Wilton, Connecticut.

As of your  start date of August 20,  2001,  your  annual  base  salary  will be
$625,000.  In addition,  you will be eligible to  participate  in the  company's
Annual  Incentive Plan, which is based on both the company's and your individual
performance each calendar year. For the performance year 2001 you are guaranteed
a bonus of $600,000.

You will also  participate in the company's  Nonqualified  Stock Option Program,
entitling  you to receive  grants of stock  options for the purchase of PanAmSat
common stock.  These options will vest over a period of four years and will have
a term of ten  years  from  the  date of  grant,  as  further  described  in the
Nonqualified  Stock Option Plan.  Your initial grant will be 200,000  options at
the market price effective August 20, 2001.

To replace your stock options granted but not yet vested or paid by your present
professional  associations,  we will grant you an additional  200,000 options at
the market price effective August 20, 2001 with the same terms and conditions as
your initial grant.

In addition,  we will pay you a $300,000  cash hiring  bonus,  $150,000 of which
will be payable on or before  September 1, 2001 and $150,000  will be payable on
August 20, 2002.

You are entitled to the standard  benefits  package that is provided by PanAmSat
including  medical,   vision,  dental,  basic  life,  business  travel  accident
insurance, disability, Retirement Savings Plan (401(k) with a 4% company match),
and participation in the Deferred Compensation Plan. Additionally, PanAmSat will
provide  you  transportation  services  between  your  home in New York City and
Wilton, Connecticut.

As you know, we have been  exploring the  possibility of a Change in Control (as
defined  below) for  PanAmSat.  Should  this  occur  while you are  employed  by
PanAmSat, you will receive a transaction completion bonus which will reflect the
value that Hughes obtains for PanAmSat with a minimum of $1,000,000. The formula
for this  bonus  will  provide  the  incentive  to  increase  value  and will be
determined when the nature of the transaction is understood.  If your employment
should be terminated for other than cause prior to the completion of a Change in
Control,  it is  PanAmSat's  intent to ensure you fair  treatment  in a pro-rata
payment of the transaction  completion  bonus  reflective of the time and effort
you contributed to completion of the transaction.

This term of employment is for a period of one year,  commencing August 20, 2001
through August 19, 2002 and will  automatically  be extended by PanAmSat for one
year unless PanAmSat  provides you written  notification by June 20, 2002 of our
desire not to extend this agreement.




<PAGE>


Joseph R. Wright, Jr.
August 20, 2001

During  this term of  employment,  should  PanAmSat  terminate  your  employment
without  Cause (as  defined  below),  decline to extend  this  agreement  for an
additional  year, or you terminate your  employment with PanAmSat after a Change
in Control (as defined  below) for Good Reason (as defined  below),  you will be
provided the following:

-    Severance compensation of $3,062,500 (two and one half times base plus most
     recent actual bonus paid or bonus target, whichever is greater).

-    Medical,  vision and dental  coverage for you and your eligible  dependents
     will be provided for 30 calendar months after termination or until the date
     on which you secure alternative employment, whichever occurs first.

-    All stock options will become immediately  vested and exercisable,  and all
     stock options will  terminate not later than the fifth  anniversary  of the
     date of termination of employment,  or if earlier,  the expiration  date of
     the option.

-    If it is determined  that any payment or  distribution to you (a "Payment")
     would be subject to the excise tax imposed by Section  4999 of the Internal
     Revenue Code or any  interest or  penalties  which are incurred by you with
     respect  to such  excise  taxes,  you will then be  entitled  to receive an
     additional payment (a "Gross-Up  Payment") in an amount such that after you
     pay all taxes (including any interest or penalties  imposed with respect to
     such  taxes),  including  any income  taxes and Excise Tax imposed upon the
     Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the
     Excise  Tax  imposed.  All  Determinations  required  to be made under this
     paragraph,  including  whether and when a Gross-Up  Payment is required and
     the  amount  of  such  Gross-Up  Payment,  will  be  made  by a  nationally
     recognized  certified  public  accounting firm selected by PanAmSat and all
     fees and expenses of the accounting firm will be borne solely by PanAmSat.

If your  employment  is not extended  beyond  twenty-four  months for any reason
other than a termination  for Cause,  all stock options will become  immediately
vested and exercisable,  and all stock options will terminate not later than the
fifth anniversary of the date of termination of employment,  or if earlier,  the
expiration date of the option.

As a condition precedent to receipt of any severance pay or benefits, you must:

-    Execute a written  waiver and  release  included  as  Attachment  A to this
     letter.

-    Agree  that  you  will  not,  for a  period  of  two  years  following  the
     termination of your employment,  directly or indirectly engage in, have any
     interest in any person,  firm or  corporation  that  directly or indirectly
     competes  with the business of PanAmSat in, 1) the sale or lease of, or the
     provision of satellite  services  via,  transponder  capacity on satellites
     operating in  geostationary  earth orbit; or 2) the provision of telemetry,
     tracking and control  services for such satellites and for other satellites
     operating in geostationary




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Joseph R. Wright, Jr.
August 20, 2001

     earth orbit  provided the foregoing  shall not prevent you from owning less
     than a two percent interest in a public entity, from being employed by such
     a competing entity at a non-competing  portion of the entity or the related
     entities  (and  owning  stock in the  competing  entity  as a  result  of a
     compensation  plan) or being  employed  by any  investment,  commercial  or
     merchant banking organization.

-    Agree  that  you  will  not,  for a  period  of  two  years  following  the
     termination of your employment,  directly or indirectly  solicit,  identify
     for  solicitation,  or aid in the solicitation of any key employee or group
     of key employees of PanAmSat to accept  employment  with any  competitor of
     PanAmSat.

The following definitions shall be applicable.

-    Cause.  The term "Cause" is defined as any I)  conviction  of, or please of
     nolo contendere to a felony; 2) use or sale of illegal drugs; or 3) willful
     and intentional  misconduct,  willful neglect or gross  negligence,  in the
     performance  of duties,  which  PanAmSat  reasonably  believes has caused a
     demonstrable and serious injury to PanAmSat, monetary or otherwise.

-    Change in Control. The term "Change in Control" is defined as the effective
     date of any of the following events  occurring  during your employment:  1)
     consummation of a change in ownership of PanAmSat, whether by sale, merger,
     consolidation  or   reorganization,   and  whether  in  one  or  more  such
     transactions,  pursuant to which neither Hughes Electronics  Corporation or
     General  Motors  Corporation  does not directly or indirectly own more than
     50% of the outstanding common stock, in value, of PanAmSat or any successor
     surviving  entity;  or 2) the sale or distribution of all or  substantially
     all of the assets of PanAmSat to an  unrelated  entity or entities or to an
     entity in which neither  Hughes  Electronics  Corporation or General Motors
     Corporation  does not directly or indirectly  own more than 50% in value of
     the equity of such entity;  or 3) a majority of the members of the PanAmSat
     Board of Directors ceases for any reason (other than during a period of not
     more than 60 days  following the death,  disability,  or  resignation  of a
     member of the Board pending the appointment of a successor) to be comprised
     of (a) individuals who were members of the Board as of the date hereof, (b)
     any new director whose election or nomination for election to the Board was
     approved by Hughes  Electronics  Corporation and (c) any new director whose
     election or nomination  for election to the Board was approved by a vote of
     at least two-thirds of the directors then still in office who are described
     in foregoing clauses (a) or (b) hereof.

-    Good  Reason.  The term "Good  Reason" is defined as any  reduction  in the
     amount  of  your   base   salary  or   aggregate   incentive   compensation
     opportunities;  any  material  reduction  in the  aggregate  value  of your
     benefits,  unless it is pursuant to a general change in benefits applicable
     to all  executive  employees;  a  material  reduction  in your  duties  and
     responsibilities;  a diminution  in your title or a transfer,  without your
     consent,  of your  principal  place of  employment  to a location more than
     fifty miles from your current




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Joseph R. Wright, Jr.
August 20, 2001

     office or current home.  Notwithstanding  the above,  the occurrence of any
     event described in this paragraph will not constitute  "good reason" unless
     you give PanAmSat written notice, within sixty calendar days after you knew
     or should  have  known of the  occurrence  of the  event,  that such  event
     constitutes  "good reason" and PanAmSat  thereafter fails to cure the event
     within thirty  calendar  days after  receipt of such notice,  provided such
     right to cure  shall not exist in the case of events  duplicative  of those
     previously cured.

This  Agreement  shall be binding  upon and inure to the benefit of PanAmSat and
any successors  and assigns of PanAmSat.  PanAmSat will require any successor to
or  assignee  of all or  substantially  all of the  business  and/or  assets  of
PanAmSat to  expressly  assume and agree to perform  this  Agreement in the same
manner and to the same extent that  PanAmSat  would be required to perform if no
succession or assignment had taken place.

Joe, these are exciting and challenging  times and I am  enthusiastic  about you
playing an even greater  leadership  role in PanAmSat as our new  President  and
Chief Executive Officer.

Sincerely,

/s/ Jack A. Shaw
------------------------
Jack A. Shaw
Chairman
PanAmSat Corporation and
Chief Executive Officer
Hughes Electronics Corporation



Accept:

/s/ Joseph R. Wright, Jr.                   August 24, 2001
----------------------------------------    --------------------------
Joseph R. Wright, Jr.                       Date









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