July 22, 2010

VIA EDGAR AND FEDEX

Mr. Larry Spirgel

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Re: Loral Space & Communications Inc. Form 10-K for the fiscal year ended December 31, 2009 Filed March 15, 2010 (File No. 001-14180)

Dear Mr. Spirgel:

On behalf of Loral Space & Communications Inc. (“Loral” or the “Company”), set forth below are the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) pertaining to the Company’s Form 10-K for the year ended December 31, 2009 filed on March 15, 2010 (the “Form 10-K”), contained in your letter dated July 13, 2010 to Michael B. Targoff, Chief Executive Officer and President of the Company (the “SEC Comment Letter”).

The Company advises the Commission that it intends to include disclosures responsive to the comments set forth in the SEC Comment Letter in its future filings with the Commission.  To facilitate your review, we have set forth each of your comments below with the Company’s corresponding response.  Defined terms used herein without definition have the meanings ascribed to them in the Form 10-K.

To the extent the responses below reflect the opinions, views or analyses of the Company, they are based solely on information provided to us by the Company.

* * * * * * * * * *

Mr. Larry Spirgel

July 22, 2010

Page 2

Form 10-K for the Fiscal Year Ended December 31, 2009

Definitive Proxy Statement filed April 13, 2010

1.   Comment:  We note you have not included any disclosure in response to Item 402(s).  In your response letter, please advise us of the basis for your conclusion that disclosure is not necessary and describe the process you undertook to reach that conclusion.

Response:  In connection with preparation of the proxy statement for the Annual Meeting of Stockholders of Loral in May 2010 and in response to the SEC’s new rules requiring disclosure of certain compensation-related risks, management undertook to assess whether the compensation policies and practices of the Company would be reasonably likely to have a material adverse effect on the Company.  In its assessment, management considered all of the primary elements of compensation, including base salary, annual performance bonus compensation, long-term equity incentive awards, perquisites and other benefits, nonqualified deferred compensation and retirement benefits.

Management determined that base salary compensation was provided to give executive officers and employees resources upon which to live and to provide a portion of compensation which is assured in order to help provide them with a certain level of financial security.  As such, management determined that compensation attributable to base salary was not reasonably likely to have a material adverse effect on the Company.

The Company’s and SS/L’s annual bonus programs present a target bonus opportunity based on the achievement of certain corporate and individual goals and objectives.  Target bonus opportunities under the bonus programs for the Company and SS/L, including the Management Incentive Bonus programs, the SS/L Executive Performance Awards and the SS/L Qualitative Performance Awards, are capped at a percentage of base salary that takes into consideration the scope and impact of each employee’s role with the Company and/or SS/L.  For all participants except for Mr. Targoff, the target bonus opportunities for 2009 were substantially less than 100% of base salary.  Even when taking into account SS/L Executive Performance Awards, the maximum bonus such SS/L executives could earn for 2009 was capped a t 100% of base salary.  Mr. Targoff’s target bonus opportunity for 2009 was set at 125% of base salary.  Moreover, the goals established under the bonus programs reflect a broad array of company objectives, including EBITDA targets, new business targets, year-end cash balance targets, compliance with Sarbanes Oxley and a variety of individual objectives, which mitigates the potential risks relating to any one component.  Given the nature of the Company’s business, the nature of the performance targets and the limitation on each executive’s maximum bonus compensation, management determined that any risks arising from annual bonus compensation were not reasonably likely to have a material adverse effect on the Company.

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Mr. Larry Spirgel

July 22, 2010

Page 3

Long-term equity compensation is composed of Loral restricted stock units and options and SS/L phantom stock appreciation rights.  Option awards are tied to Loral stock value and provide value to the employees only if the value of Loral stock increases following the grant date.  Restricted stock unit awards are also tied to Loral stock value and provide a base level of compensation that increases and decreases in value based on the fluctuations in the Loral stock value over time.  SS/L phantom stock appreciation rights are based on the hypothetical value of SS/L stock and provide value to the employees only if the notional value of SS/L stock based on a predetermined formula increases following the grant date.  All of these awards vest over years of service and reward employees over the long ter m based on stock performance and increase in underlying value, or in the case of SS/L, notional value.  Management determined that, given the variety of long-term equity awards, the vesting criteria and link to stock performance, any risks arising from long-term equity compensation were not reasonably likely to have a material adverse effect on the Company.

Perquisites and other benefits provide additional compensation to employees targeted to specific areas of need, including health insurance, life insurance, vacation pay and sick pay.  As such, management determined that the additional compensation provided by these perquisites and other benefits did not present risk to the Company that was reasonably likely to have a material adverse effect on the Company.

The value of the nonqualified deferred compensation arrangements is also tied to the value of Loral stock and payment is deferred until the earlier of an employee’s termination of employment or seven years after the initial award.  Management determined that, given the link to Loral stock and the deferred payment requirement, any risks arising from the deferred compensation arrangements were not reasonably likely to have a material adverse effect on the Company.

The Company’s savings plans provide a mechanism for employees to save for retirement through a combination of employee and Company contributions that increase in value based on the investment return of the contribution amounts.  The Company’s qualified pension plan is a defined benefit plan that provides for specified payouts during retirement.  As such, management determined that compensation attributable to the savings and retirement plans did not present risk to the Company that was reasonably likely to have a material adverse effect on the Company.

Based on this assessment and the factors noted above, the Company concluded that its compensation policies and practices for its employees were not reasonably likely to have a material adverse effect on the Company.

Executive Compensation, page 18

2.   Comment:  We note on page 19 that you benchmark the three main elements of your compensation using two different peer groups, the Proxy Peer Group and the Hi-Tech/Gl Group. You have disclosed the companies that make up the Proxy Peer Group but not the companies that make up the Hi-Tech/GI Group.  In this regard, we note the Hi-Tech/Gl Group consists the 2008 Hewitt Total Compensation Measurement Database (68 companies) and 2008 Radford Executive Survey (105 companies).  Please disclose all of the companies that make up any of the peer groups that you use to benchmark material elements of your executive compensation program.  See Item 402(b)(2)(xiv) of Regulation S-K.  For formatting purposes, pleas e consider listing the constituent companies in appendices and referring the reader to the appendices.

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Mr. Larry Spirgel

July 22, 2010

Page 4

Response:  In future filings, the Company will provide a list of all of the companies that make up the peer groups that the Company uses to benchmark material elements of its executive compensation program and will, if appropriate, use appendices.  With respect to the benchmarking undertaken by the Company in 2009, please refer to Appendix A-1 for a list of the 68 companies that make up the 2008 Hewitt Total Compensation Measurement Database component of the Hi-Tech/GI Group, Appendix A-2 for a list of the companies that make up the 2008 Radford Executive Survey component of the Hi-Tech/GI Group and Appendix A-3 for a list of the 36 companies that were used for the Annual and Long-Term Incentive Review.  With respect to the 2008 Radford Executive Survey component of the Hi-Tech/GI Group, the Company has recently been advised by its consultant that, in fact, the number of companies that made up this component was 468, rather than 105 as disclosed in the Form 10-K.  These appendices will also be included in Amendment No. 1 to the Registration Statement of Space Systems/Loral, Inc. to be filed with the Commission.

Annual Bonus Compensation, page 21

3.   Comment:  On page 22, we note your Management Incentive Bonus program uses several non-GAAP performance measures such as Corporate MIB EBITDA, SS/L MIB EBITDA, and Telesat MIB EBITDA.  Although you briefly explain how you calculate these measures from your audited financial statements, please consider using a table to illustrate clearly these calculations.

Response:  In future filings, the Company will use a table to illustrate how the various non-GAAP performance measures are calculated.  For an example of such future disclosure by the Company, please refer to the relevant section included in Amendment No. 1 to the Registration Statement of Space Systems/Loral, Inc. to be filed with the Commission.

4.   Comment:  In the first paragraph below the table on page 24, we also note you have not disclosed the SS/L New Business Benefit performance target.  In your response letter, please explain why.

Response:  As noted in the last sentence of the first paragraph under the table on page 24, the Company believes “that the actual dollar targets of the SS/L New Business Benefit formula are proprietary and confidential and that disclosure of such targets would be competitively harmful to the Company.”  As such, the Company believes that the disclosure of the SS/L New Business Benefit formula should be afforded confidential treatment pursuant to Instruction 4 to Item 402(b).  In the first instance, the Company does not believe that disclosure of the quantitative dollar targets used for the 2009 bonus determinations would provide any information that is more helpful to understanding generally how that component of the bonus compensation is determin ed.  Further, the Company believes that the disclosure of historical SS/L New Business Benefit performance targets would allow SS/L’s competitors to discern SS/L’s internal pricing and profitability forecasts, strategic direction and key business objectives relating not only to new business projections, but to SS/L as a whole.  More specifically, because disclosure of the performance targets will necessarily show SS/L’s expectations from new business, the Company believes disclosure of such targets would provide SS/L’s competitors with a roadmap to SS/L’s strategic plans in terms of, among others, growth opportunities and market focus, which would result in substantial competitive harm to SS/L.  The Company believes that the confidentiality of the targets and the likelihood that disclosure will result in competitive harm satisfy the applicable standards contained in Securities Act Rule 406 and Exchange Act Rule 24b-2 and that the targets may properly be excluded under Instruction 4 to Item 402(b).

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Mr. Larry Spirgel

July 22, 2010

Page 5

5.   Comment:  We note your disclosure in the first paragraph on page 26 that explains your achievement with respect to objective corporate performance targets.  To help investors readily understand your MIB, please consider also presenting this disclosure as part of the discussion of the applicable performance target.  For instance, on page 23 where you present your Corporate MIB EBITDA targets, present your Corporate MIB EBITDA performance.

Response:  In future filings, the Company will include an explanation of its achievement with respect to applicable performance targets in order to help investors understand the Company’s MIB.  For an example of such future disclosure by the Company, please refer to the relevant section included in Amendment No. 1 to the Registration Statement of Space Systems/Loral, Inc. to be filed with the Commission.

Long-Term Incentive Compensation, page 26

6.   Comment:  In the first paragraph on page 27, you explain the equalizing feature associated with SS/L Phantom SARs. Please consider providing an example of how this feature operates to help investors better understand your disclosure.

Response:  In future filings, when the Company is required to describe SS/L Phantom SARs, the Company will provide an example of how the equalizing feature associated with SS/L Phantom SARs operates.  For an example of such future disclosure by the Company, please refer to the relevant section included in Amendment No. 1 to the Registration Statement of Space Systems/Loral, Inc. to be filed with the Commission.

7.   Comment:  On pages 28 to 30, you describe the amounts of stock options, restricted stock units, and SS/L Phantom SARs that you awarded to your named executive officers.  In the fourth paragraph on page 26, you describe some of the subjective and objective factors the Compensation Committee takes into account when granting equity-based awards.  Please provide more specific disclosure that explains how these factors were taken into account in making certain grants.  For instance, please discuss in more detail how the level of responsibility of a NEO or his or her retention affected the decision to make a specific grant.

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Mr. Larry Spirgel

July 22, 2010

Page 6

Response:  In future filings, the Company will provide more specific disclosure that explains how the subjective and objective factors are taken into account by the Committee in granting equity-based awards.  As an example of how the Company will disclose this in future filings, please refer to Appendix B, which if included in the Definitive Proxy Statement filed April 13, 2010, would be inserted at the end of the section titled “Long-term Incentive Compensation” on page 30.  Comparable disclosure will also be included in Amendment No. 1 to the Registration Statement of Space Systems/Loral, Inc. to be filed with the Commission.

In connection with this response letter, the Company acknowledges the following:

·   the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·   Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·   the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact the undersigned at (212) 728-8239 with any further questions or comments.

Very truly yours,

/s/ Maurice M. Lefkort

Maurice M. Lefkort

Enclosures

cc:           Mr. Michael B. Targoff

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Appendix A-1

2008 Hewitt Total Compensation Measurement Database Companies

Acxiom Corp.	ESCO Technologies Inc.	TDS Telecommunications Corporation
ADC Telecommunications, Inc.	Federal Signal	Tecumseh Products Company
Aerojet-General Corporation	Fellowes, Inc	TeleTech Holdings, Inc.
Alcon Laboratories, Inc.	Foster's Wine Estates Americas	The Aerospace Corporation
ALLETE, Inc.	GATX Corporation	The Dannon Company, Inc.
Alpharma Inc.	Graco Inc.	The MITRE Corporation
American Commercial Lines	Greyhound Lines, Inc.	Tidewater Inc.
Ameron International Corporation	GTSI Corp.	Timex Corporation
Arkansas Electric Cooperative Corporation	H. B. Fuller Company	Tredegar Corporation
Ash Grove Cement Company	HNTB Companies	TreeHouse Foods, Inc
Associated Electric Cooperative Inc.	Hollister Incorporated	TriMas Corporation
BAE Systems Ship Repair, Inc.	Kaman Corporation	U.S. Concrete, Inc.
Behr America	Lord Corporation	Uline, Inc.
Bissell Homecare, Inc.	Marvin Windows and Doors	Valmont Industries, Inc.
Brady Corporation	Milacron Inc.	Valves & Measurement
Brush Engineered Materials Inc	Neenah Paper, Inc	Wabtec - Westinghouse Air Brake Technologies Corporation
Bush Brothers & Company	Olin Corporation	Walter Industries, Inc.
Clarke American Checks, Inc.	OMNOVA Solutions Inc.	Waters Corporation
Cleco Corporation	Perrigo	Watts Water Technologies Inc.
Coleman Cable Inc	Rhodia, Inc.	Wolverine World Wide Inc.
Compression Systems	Schreiber Foods Inc.	Woodward Governor Company
Edwards Lifesciences LLC	Stihl Incorporated	Zep, Inc.
El Paso Electric Company	Targus Group International, Inc.

Appendix A-2

2008 Radford Executive Survey Companies

2Wire 3Com Abbott Labs Accenture Accuray Acer America Activant Solutions Activision Blizzard Acxiom ADC Adobe Systems ADTRAN Advanced Micro Devices Advent Software Affiliated Computer Services Affymetrix Agilent Technologies Airvana Akamai Technologies Alcatel-Lucent Align Technology Allegro Microsystems Alliance Data Systems Alltel Alpha & Omega Semiconductor Altera Amazon.com AMCC Amdocs American Power Conversion Anritsu AOL APL Apple Applera Applied Materials Argon ST Ariba Arrow Electronics Arthrocare ASML Aspect Software Asyst Technologies AT&T ATMEL Autodesk Avago Technologies Avande Avanex Avaya Avid Technology Axcelis Technologies BAE Systems BAE Systems Land and Armament BAE Systems- Network Systems Battelle Memorial Institute Baylor Health Care System Bell Microproducts Bio-Rad Laboratories Blue Coat Systems Blue Shield Of California BMC Software Bookham Technology Borland Software Bose Boston Scientific Bowe Bell & Howell Broadcom Broadridge Brooks Automation CA Cabot Microelectronics Cadence Design Systems CAE-USA CalAmp California Casualty Management Callaway Golf Carl Zeiss Meditec Carl Zeiss Vision CBSI CCC Information Services CDW Corporation Celanese Chemical Celerity Celestica International Cerner Checkfree Cisco Systems Citrix Systems Cognex Coherent Comcast Entertainment Group Comm & Power Industries CompuCom Systems Computer Sciences Compuware Conexant Systems Corbis Corel Corning Covad Communications Coviden CREE Cricket Communications CSG Systems Cubic Corporation Cymer Cypress Semiconductor Dassault Systems Enovia Datalogic Scanning DataPath DealerTrack Dell Digital River Diodes DIRECTV Discovery Communications Disney Interactive Media Group DJO Dolby Laboratories Dot Hill Systems Dresser Wayne DRS Technologies Earthlink Eastman Kodak eBay ECC Eclipsys Edwards Lifesciences Electro Scientific Industries Electronic Arts Electronic Data Systems Electronics For Imaging EMBARQ EMC Emdeon Business Services EMS Technologies Emulex Entegris Epicor Software EPRI Equinix Ericsson Expedia Experian Exponent Extreme Networks F5 Networks Fairchild Semiconductor Finisar Fisher Investments Flextronics International Flir Systems FormFactor Forrester Research Foster-Miller

Foundry Networks Fox Interactive Media Freddie Mac Freescale Semiconductor Fujitsu America Management Services Of America Genencor, a Danisco Division Genentech General Atomics General Dynamics Getty Images Google GSI Commerce GSI Group Harmonic Harris Harris Stratex Networks Headway Technologies Henkel Of America Hitachi America Hitachi Data Systems Hitachi Global Storage      Technologies Hologic Howard Hughes Medical Hughes Network Systems Hutchinson Technology Hypercom I2 Technologies IAC Search & Media ICF International IM Flash Technologies Infineon Technologies Infinera InFocus Informatica Insight Integrated Device Technology Intel Intelsat Intermec International Game Tech International Rectifier Intersil Intervoice Interwoven Intevac Intuit Intuitive Surgical Invensys IPC Systems ITG Itron Jazz Semiconductor A Tower      Company JDS Uniphase Jet Propulsion Lab Johnson Controls Juniper Networks Kaiser Permanente-KPIT KPMG Kronos Kulicke and Soffa Kyocera International Lam Research Lattice Semiconductor Lawrence Livermore Nat'l Lab Lawson Software Leapfrog Enterprises Lenovo Level 3 Communications LexisNexis Lexmark International Lifescan Logitech LSI LTX Credence Lucasfilm Ltd Macrovision Magma Design Automation Mantech International Marvell Mattson Technology McAfee Mckesson Meggitt-Usa MEMC Electronic Materials Mentor Graphics Mercury Computer Systems Merix Metavante Micrel Semiconductor Micron Technology Microsemi Microsoft MISYS Mitel Networks Mitsubishi Digital Electronics      America Molex Monster Cable Products Monster Worldwide Motorola Move.com Movius MSC.Software MSI Systems Integrators National Instruments National Semiconductor Navteq NCR NCS Pearson NDS NEC Corp Of America NEC Electronics America Nektar Therapeutics Netapp Netflix Neustar New United Motor Manufacturing Nikon Precision Nintendo of America Nokia-US Nortel Novatel Wireless Novell Novellus Systems Nuance Communications Numonyx Nvidia NXP Semiconductors-US OCE North America Omnicell Omnivision Technologies ON Semiconductor Open Text Oracle Orbital Sciences Orbitz Worldwide Palm Panasonic Corporation North      America Panduit PerkinElmer Perot Systems Philips Healthcare Philips Lumileds Lighting Company Pitney Bowes Planar Systems Plantronics PMC-Sierra Polycom Powerwave Technologies Presstek Progress Software Promega Provide Commerce QAD Qimonda North America Qlogic Qualcomm Quantum Quintiles Qwest Communications Rackable Systems Radiant Systems RADISYS Rand

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RCN Realnetworks Red Hat Redback Networks, an Ericsson      Company Renesas Technology America Research in Motion-US RESMED RF Micro Devices Ricoh Electronics Riverbed Technology Robert Half International S1 Sabre Holdings Sage Software Salesforce.com Samsung Austin Semiconductor Samsung Telecom America Sandia National Labs-NM Sandisk Sanmina SAP America SAS Savvis Communications Schlumberger Science Applications International Scitor Seagate Technology Secure Computing Semtech Sensata Technologies Sensus Metering Systems Serena Software SGI Sharp Microelectronics of The      Americas Shure Siemens Corporation Siemens PLM Software Sigma Designs Silicon Image Silicon Laboratories Silicon Storage Technology Siltronic Corporation Sirf Technology SkillSoft Skyworks Solutions Smart Modular Technologies SMSC Software Ag Solidworks Sonus Networks Sony Computer Entertainment      America Sony Corporation of America Sony Electronics Space Systems/Loral Spansion Spirent Communications Sprint Nextel SPSS SRI International St Jude Medical - CRMD Standard Insurance Company Stanley Associates Sterling Commerce STMicroelectronics Stratus Technologies Stryker Endoscopy SUMCO USA Phoenix Sungard SunPower SureWest Communications SVB Financial Group Sybase Symantec Symmetricom Synaptics Syniverse Technologies Synnex Synopsys Synthes USA Take Two Interactive Software Tauck World Discovery Tekelec Telcordia Technologies Tellabs Teradata Teradyne Texas Instruments Thales The Clorox Company The Mathworks The Mitre Corporation Thermo Fisher Scientific Thomson Reuters-US (Fka:      Reuters) THQ TIBCO Software Ticketmaster Tivo T-Mobile Tokyo Electron Us Holdings Toppan Photomasks Toshiba America Business Solutions Toshiba America Electronic Components Toshiba America Information Systems Toshiba America Medical System Travelport Tree.com Trend Micro Trident Microsystems Trimble Navigation Triquint Semiconductor Trizetto Ubisoft Ultra Clean Technology United Online UTStarcom Varian Varian Medical Systems Varian Semiconductor Equipment Veeco Instruments Vegas.com Verigy Verisign Verizon Wireless ViaSat Virgin Mobile VISA USA Vishay - Siliconix Vision Service Plan Vitesse Semiconductor Vivendi Games VMware Vonage Wafertech Walmart.com USA Websense Welch Allyn Wells Fargo Bank Western Digital Williams Sonoma Wind River Systems Windstream Communications WMS Gaming Xerox International Partners Xilinx XO Holdings Xyratex International Yahoo! Zebra Technologies Zoran

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Appendix A-3

Annual and Long-Term Incentive Review Companies

Aerojet-General Corporation

The Aerospace Corporation

Ametek, Inc.

Avaya Inc.

BAE Systems, Inc.

The Boeing Company

Brady Corporation

Brightpoint, Inc.

Cooper Industries, Inc.

Curtiss-Wright Corporation

The DIRECTV Group, Inc.

Emerson Electric Co.

General Dynamics Corporation

Global Crossing Ltd.

Goodrich Corporation

Honeywell International inc.

Hubbell Incorporated

ITT Corporation

L-3 Communications Corporation

Lockheed Martin Corporation

NCR Corporation

Northrop Grumman Corporation

Qualcomm Inc.

Qwest Communications

Raytheon Company

Rockwell Automation

Rockwell Collins

Schneider Electric USA

Science Applications International Corporation

Siemens

Textron Inc.

Thomas & Betts Corporation

United Space Alliance

United Technologies Corporation

Waters Corporation

Windstream Communications

Appendix B 

The Committee granted the 2009 restricted stock unit award to Mr. Targoff in connection with the terms of his employment agreement, which provided for an equity award to be granted to him in 2008 having a comparable economic value of 50% of the value of the stock options granted to him in 2006.  The terms of the employment agreement provided that the grant would be contingent upon Mr. Targoff performing at the “target level” of financial performance as annually approved by the Board in 2006 and 2007 and as a result earning his target bonus for the 2006 and 2007 fiscal years.  For 2006 and 2007, Mr. Targoff earned 130% and 96.2% of his target bonus, respectively, thereby earning an average of 113.1% of his target bonus for those two years.  0;In light of these achievements, the Committee granted Mr. Targoff the restricted stock unit award in 2009 with respect to his service in 2008 as contemplated by his employment agreement.

The 2009 option award was granted to Mr. Targoff as part of the Committee’s ongoing equity award program.  In determining the size of Mr. Targoff’s 2009 equity awards, the Committee took into account Mr. Targoff’s position as Chief Executive Officer of Loral and his overall responsibilities for and contributions to Loral and all of its subsidiaries, including SS/L and Telesat.  In addition, the Committee took into account annual equity awards granted to chief executive officers at the custom peer group of 36 companies that comprised Hewitt’s long-term incentive review and determined to grant him an award with value comparable to the one granted to him with respect to 2008.

The 2009 restricted stock unit award to Mr. DeWitt was granted in recognition of the fact that Mr. DeWitt did not receive any equity awards in 2008.  In determining the size of Mr. DeWitt’s 2009 restricted stock unit award, the 2009 restricted stock unit awards to Messrs. Rein, Katz and Mastoloni and the size of the 2009 SS/L Phantom SAR awards granted to Messrs. DeWitt, Rein, Katz and Mastoloni, the Committee considered their positions and responsibilities as Senior Vice President of Loral and Chief Executive Officer of SS/L, Senior Vice President and Chief Financial Officer of Loral, Senior Vice President, General Counsel and Secretary of Loral and Senior Vice President, Finance and Treasurer of Loral, respectively, their contributions to SS/L and Loral and the annual equity awards granted to executive officers with sim ilar responsibilities at the custom peer group of 36 companies that comprised Hewitt’s long-term incentive review.  Based on these factors, and taking into consideration the value of the total package of equity grants being awarded and the value of the awards the Committee believed was necessary for retention purposes, the Committee made a subjective determination to grant 25,000 Loral restricted stock units and 50,000 SS/L Phantom SARs to Mr. DeWitt, and 1,500 Loral restricted stock units and 35,000 SS/L Phantom SARs to each of Messrs. Rein, Katz and Mastoloni.