X0202 3 2005-03-16 0 0001310897 PanAmSat Holding CORP PA 0001162235 FROWNFELTER JAMES B C/O PANAMSAT HOLDING CORPORATION 20 WESTPORT RD. WILTON CT 06897 0 1 0 0 CEO Common Stock, par value $0.01 per share 99691 D Stock options 4.04 2014-08-19 Common Stock, par value $0.01 per share 43153.169 D Stock options 3.43 2014-08-19 Common Stock, par value $0.01 per share 86306.370 D Stock options 4.21 2014-08-19 Common Stock, par value $0.01 per share 503415.662 D Stock options 4.21 2014-10-07 Common Stock, par value $0.01 per share 355584.119 D Deferred Stock Units Common Stock, par value $0.01 per share 176823.883 D Mr. Frownfelter directly holds a total of 988,459.320 options to purchase shares of common stock of the Issuer. Of those, 129,459.539 are currently exercisable; 43,153.169 at an exercise price of $4.04 per share and expiring on August 19, 2014 and 86,306.370 at an exercise price of $3.43 per share and expiring on August 19, 2014. All of the remaining 838,999.781 options will have an exercise price of $4.21 per share. Of those, 503,415.662 will expire on August 19, 2014 and 355,584.120 will expire on October 7, 2014. (cont.) Of the options scheduled to expire on August 19, 2014, 302,049.396 are scheduled to become exercisable in equal amounts on December 31, 2005, 2006, 2007, 2008 and 2009, assuming that certain performance targets are met, and 201,366.266 are scheduled to become exercisable in equal amounts on August 20, 2005, 2006, 2007, 2008 and 2009. Of the options scheduled to expire on October 7, 2014, 213,350.472 are scheduled to become exercisable in equal amounts on December 31, 2005, 2006, 2007, 2008 and 2009, assuming that certain performance targets are met, and 142,233.648 are scheduled to become exercisable in equal amounts on October 8, 2005, 2006, 2007, 2008 and 2009. The Deferred Stock Units listed herein were issued to Mr. Frownfelter under the terms of his deferred compensation arrangement. Subject to the Issuer's ability to deduct the payments it makes pursuant to Mr. Frownfelter's deferred compensation arrangement, Mr. Frownfelter will receive one share of common stock of the Issuer for each Deferred Stock Unit he holds upon the termination of his employment for any reason. Notwithstanding the foregoing, the Board of Directors of the Issuer may, in its sole discretion, settle in cash any, or all, of the Deferred Stock Units held by Mr. Frownfelter in an amount equal to the prevailing market value of each such share of common stock that Mr. Frownfelter would have otherwise received. Currenty Exercisable James B. Frownfelter 2005-03-15