CLASS B RESTRICTED SHARE AGREEMENT

1.

Capitalized Terms . Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Plan.

2.

Purchase of Class B Restricted Shares . Upon execution of this Agreement and the Management Shareholders Agreement, the Company or one of its Affiliates will issue or sell to the Employee [              ] Class B Shares, par value U.S. $.001 per share, for a purchase price of par value U.S. $.001 per share. The Employee acknowledges that the Class B Restricted Shares will be subject to the terms and conditions set forth in this Agreement and shall be subject to a substantial risk of forfeiture and restrictions on transferability.

3.

Fair Market Value; 83(b) Election . The parties agree that the Fair Market Value of each Class B Restricted Share as of the Grant Date is U.S. $8.58. The Employee shall make an election with the Internal Revenue Service (the “ IRS ”) under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the regulations promulgated thereunder in the form of Exhibit B attached hereto (the “ 83(b) Election ”). The Employee understands that under applicable law such election must be filed with the IRS no later than thirty (30) days after the Grant Date to be effective. If the Employee files an effective 83(b) Election, the excess of the fair market value of the Class B Restricted Shares (which the IRS may assert is different from the Fair Market Value

determined by the parties) covered by such election over the amount paid by the Employee for the shares shall be treated as ordinary income received by the Employee, and the Company or one of its Subsidiaries shall withhold from Employee’s compensation any amounts required to be withheld under applicable law. The foregoing is merely a brief summary of complex tax laws and regulations, and therefore the Employee is advised to consult with his own tax advisors regarding his purchase, the 83(b) Election and holding of Class B Restricted Shares.

4.

Equity Plan . The Class B Restricted Shares and this Agreement shall be subject to the terms of the Plan, to the extent the terms of such Plan are not inconsistent with the terms of this Agreement. In the event of any inconsistency between the terms of the Plan and the terms of this Agreement, the Plan shall govern.

5.

Vesting . All Class B Shares shall initially be unvested, except as provided in Section 5(a)(i) below.

(a)

Class B Time-Vesting Shares . [              ] of the Class B Restricted Shares (the “ Class B Time-Vesting Shares ”) shall vest as follows, subject to the Employee’s continued employment on the date of vesting and to Section 6 below:

(i)

[25] percent of the Class B Time-Vesting Shares shall be vested as of the Grant Date;

(ii)

[75] percent of the Class B Time Vesting Shares shall vest in forty-five (45) equal monthly installments of 1/45 per month commencing on June 4, 2009 and on the fourth day of each calendar month thereafter so the Class B Time-Vesting Shares will be fully vested on February 4, 2013; and

(iii)

Immediately prior to the first Change in Control (as defined in Section 5(c)) to occur following the Grant Date (and subject to the consummation of such Change in Control), any unvested Class B Time-Vesting Shares shall become fully vested.

(b)

Class B Performance Shares . Subject to Section 6 below, [              ] of the Class B Restricted Shares (the “ Class B Performance Shares ”) shall vest as set forth on Exhibit A , subject to the Employee’s continued employment on the dates provided in Exhibit A .

(c)

Notwithstanding anything to the contrary in the Plan or the Management Shareholders Agreement, for purposes of this Agreement, “ Change in Control ” shall mean (i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than any Permitted Holder (or any person or group that is an Affiliate or associate of a Permitted Holder), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50%, indirectly or directly, of the voting securities of the Company (other than any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries) or (ii) consummation of an amalgamation, a merger or consolidation of the Company or any direct or indirect Subsidiary thereof with

any other entity or a sale or other disposition of all or substantially all of the assets of the Company following which the voting securities of the Company that are outstanding immediately prior to such transaction cease to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity (or the entity that owns substantially all of the Company’s assets either directly or through one or more subsidiaries) or any Parent or other Affiliate thereof) at least 50% of the combined voting power of the securities of the Company or, if the Company is not the surviving entity, such surviving entity (or the entity that owns substantially all of the Company’s assets either directly or through one or more subsidiaries) or any Parent or other Affiliate thereof, outstanding immediately after such transaction, except that no Change of Control shall occur under this clause (ii) if such amalgamation, merger or consolidation is with any of those certain Person(s) described in the resolutions of the Compensation Committee of the Board dated December 29, 2008 or any of those certain Person(s) described in the resolutions of the Board dated May 6, 2009.

6.

Termination of Employment.

(a)

Termination without Cause .

(i)

Treatment . In the event of a Termination of Employment by the Employer without Cause, all unvested Class B Restricted Shares (and the related cash dividends and proceeds thereof held by the Company in accordance with Section 8 hereof (“ Custodial Dividends ”), if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) shall be immediately forfeited.

(ii)

Repurchase Right . Subject to Sections 6(e) and 7 hereof, any Class B Shares held by the Employee as a result of the vesting of Class B Restricted Shares may be repurchased by the Company at any time and from time to time following the date of Termination of Employment without Cause at a purchase price per Class B Share equal to the Class B Repurchase Price of such Class B Share as of the date of such repurchase.

(b)

Resignation by the Employee .

(i)

Treatment . In the event of a Termination of Employment by the Employee other than due to death or Disability, all unvested Class B Restricted Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) shall be immediately forfeited.

(ii)

Repurchase Right . Subject to Sections 6(e) and 7 hereof, any Class B Shares held by the Employee as a result of the vesting of Class B Restricted Shares may be repurchased by the Company at any time and from time to time following the date of any Termination of Employment at a purchase price per Class B Share equal to the lesser of (1) the Class B Repurchase Price of such Class B Share on the date of such Termination

of Employment, or (2) (A) the Class B Repurchase Price of such Class B Share on the Grant Date minus (B) the value of any dividends, distributions, or dividend equivalents previously paid to the Employee in respect of such Class B Share (subject to equitable adjustment in the Committee’s good faith discretion to reflect dividends, distributions, corporate transactions, or similar events, to the extent not reflected in (2)) but in no event less than the par value of such Class B Share.

(c)

Death and Disability .

(i)

Treatment . In the event of the Employee’s Termination of Employment by reason of the Employee’s death or Disability, all unvested Class B Restricted Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) shall be immediately forfeited.

(ii)

Repurchase Right . Subject to Sections 6(e) and 7 hereof, following the Termination of Employment due to death or Disability described above, any Class B Shares held by the Employee as a result of the vesting of Class B Restricted Shares may be repurchased by the Company at any time and from time to time following the date of such Termination of Employment at a purchase price per share equal to the Class B Repurchase Price of such Class B Share on the date of repurchase.

(d)

Termination for Cause .

(i)

Treatment . In the event of the Employee’s Termination of Employment by the Employer for Cause, all unvested Class B Restricted Shares (and the related Custodial Dividends paid, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) shall be immediately forfeited.

(ii)

Repurchase Right . Subject to Sections 6(e) and 7 hereof, from and after the date of such Termination of Employment, the Company may repurchase any or all of such Class B Shares held by the Employee as a result of the vesting of Class B Restricted Shares for a per share purchase price equal to the par value as of the Grant Date of such Share.

(e)

Expiration of Repurchase Rights . Notwithstanding any other provision of this Section 6, the Company’s repurchase rights set forth in this Section 6 with respect to Class B Restricted Shares held by the Employee shall expire immediately prior to the occurrence of an Initial Public Offering (subject to the consummation of such Initial Public Offering).

(f)

Claw-Back . If, during his employment or at any time prior to the first anniversary of the Employee’s Termination of Employment for any reason, the Employee (i) directly or indirectly provides services to, or manages or operates any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that

engages in any business or activity which competes with any product or service of the Company or any of its Subsidiaries or affiliates; or (ii) otherwise violates any non-compete, non-solicit, confidentiality or non-disparagement covenant set forth in any applicable written agreement with the Company or policy governing the Employee’s services with the Company (or any of its Subsidiaries or affiliates), then the Employee shall, in addition to any other remedy which may be available at law or in equity, be required to pay to the Company a cash amount equal to the product of (x) the number of Class B Restricted Shares that first become vested during the 24-month period immediately preceding (or at any time after) the date that the Employee first breaches such covenant and (y) the fair market value per share of the Class B Restricted Shares as of the date such Class B Restricted Shares first become vested. In addition, all Class B Restricted Shares that have not become vested prior to the date of such breach shall thereupon be forfeited.

7.

Restrictions . In order to receive any grant hereunder, the Employee must be or become a party to the Management Shareholders Agreement and must execute the proxy attached hereto as Exhibit C of this Agreement. The transferability of Class B Restricted Shares and any Class B Shares that are held by the Employee as a result of vesting of Class B Restricted Shares shall be governed by the Management Shareholders Agreement. Any transferee of Class B Restricted Shares or Class B Shares from the Employee (and any subsequent transferee) shall be required to execute the proxy attached hereto as Exhibit C of this Agreement and become a party to the Management Shareholders Agreement.

8.

Employee Shareholder Rights .

(a)

Except as otherwise set forth herein, in the Plan or in the proxy executed by the Employee, the Employee shall have all rights of a shareholder with respect to the Class B Restricted Shares.

(b)

Shareholders of Class B Restricted Shares shall not be entitled to receive their percentage interest of all Distributions paid to shareholders until each shareholder of Class A Shares receives Distributions equal to their Paid-in-Capital (as defined below), and, thereafter, the holders of Class B Shares and holders of Class A Shares shall be entitled to receive Distributions ratably based upon the proportionate number of outstanding common shares of the Company held by each such shareholder. For purposes of this Agreement,

(i)

“ Distributions ” shall mean (A) distributions of Class A Shares, (B) distributions in liquidation of the Company, and (C) other distributions payable to shareholders for which such an entitlement to receive such distribution would not prevent the Class A Shares from qualifying as “service recipient stock” within the meaning of Department of Treasury Regulation Section 1.409A-1(b)(5)(iii);

(ii)

“ Paid-in-Capital ” shall mean, (A) with respect to each Class A Restricted Share issued on the Closing Date, the Fair Market Value of such Class A Share on the Closing Date (which, for the avoidance of doubt, was $100 per share), (B) with respect to each Class A Share acquired upon exercise

of any Rollover Option, the Fair Market Value of such Class A Share on the Closing Date and (C) with respect to any other Class A Share, the purchase price paid by such shareholder for such Class A Share (including, without limitation, the exercise price paid upon exercise of any Share Option); and

(iii)

“ Rollover Option ” shall mean a Non-Qualified Stock Option issued to an optionholder on the Closing Date in consideration for the termination and cancellation of one or more stock rights issued under the Intelsat Holdings, Ltd. Share Incentive Plan.

(c)

Notwithstanding the foregoing, cash dividends, if any, paid with respect to any Class B Restricted Shares which have not vested at the time of the dividend payment shall be paid to and held in the custody of the Company, shall accrue interest at the lesser of the interest rate applicable to the primary revolving credit agreement of the Company or its Subsidiaries, as in effect from time to time, or 4% compound interest per annum, and shall be subject to the same restrictions that apply to the corresponding Class B Restricted Shares. Except as provided in the next sentence, any Custodial Dividends held by the Company for Class B Time-Vesting Shares (including any interest thereon payable in accordance with this Section 8) shall be paid to the Employee at the earliest event to occur: (i) at such time as any Class B Time-Vesting Shares vest pursuant to the vesting schedule in Section 5(a) hereof (disregarding vesting under a Change in Control), (ii) when the Employee incurs a “separation from service” as defined in Code Section 409A, provided that such Custodial Dividends are not otherwise forfeited as described herein or (iii) on a Change in Control, provided that such Change in Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Code Section 409A. Any Custodial Dividends that vest within two years following a separation from service pursuant to Section 6(a)(i)(A) hereof shall be paid on the date that is two years following such separation from service. At such time as any Class B Performance Shares vest, any Custodial Dividends held by the Company (including any interest thereon payable in accordance with this Section 8) with respect to such vested Class B Performance Shares shall be paid to the Employee. Following the date upon which the Class B Restricted Shares vest, all sales, transfers, assignments, pledges or other encumbrances and dispositions shall be subject to the terms of the Management Shareholders Agreement. Notwithstanding anything to the contrary in this Agreement, any or all Class B Shares that are deemed to be forfeited hereunder may be repurchased by the Company, at any time and from time to time from and after the date of such forfeiture, for a purchase price per Class B Share equal to the par value of such repurchased Class B Share, and following such forfeiture, the Employee shall have no rights with respect to such Class B Shares other than the receipt of such par value amount.

9.

Changes in Shares . In the event of any share split, reverse share split, dividend, merger, amalgamation, consolidation, recapitalization or similar event affecting the capital structure of the Company, the number and kind of shares (or other property, including without limitation cash) subject to this Agreement and the calculation of Paid-in-Capital shall, in each such case, be equitably adjusted by the Committee as it in good faith deems appropriate to prevent the dilution or enlargement of the value of the Employee’s Class B Restricted Shares. Notwithstanding anything in this Agreement to the contrary, upon a corporate transaction in which all of the Class B Shares are converted into the right to receive cash, the Proceeds shall be finally determined and there shall be no further opportunity to vest in any Class B Performance Shares.

10.

Taxes . No later than the date as of which an amount first becomes includible in the gross income of the Employee for federal income tax purposes with respect to any Class B Restricted Shares, the Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount, provided , that the Company may require the deduction of any such taxes from any payment otherwise due to the Employee, including the delivery of the Class B Restricted Shares that gives rise to the withholding requirement.

11.

Notices . Any notices required or permitted hereunder shall be addressed to the Company at its corporate headquarters, attention: General Counsel, or to the Employee at the address then on record with the Company, as the case may be, and deposited, postage prepaid, in the United States mail. Either party may, by notice to the other given in the manner aforesaid, change his/her or its address for future notices.

12.

Governing Law . This Agreement shall be governed by and construed in accordance with the laws of Bermuda without regard to its conflict of laws principles.

13.

Successor . This Agreement shall bind and inure to the benefit of the Company, its successors and assigns, and the Employee and his or her personal representatives and assigns.

14.

Amendment . In addition to any right of the Committee to amend or modify the terms of the Class B Res