DISCOVERY COMMUNICATIONS LLC SUPPLEMENTAL DEFERRED COMPENSATION PLAN

Exhibit 10.4

DISCOVERY COMMUNICATIONS LLC
SUPPLEMENTAL DEFERRED COMPENSATION PLAN

Effective as of October 1, 1999
Amended and Restated as of October 1, 2007

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			2
ARTICLE II ELIGIBILITY AND PARTICIPATION			5
ARTICLE III CONTRIBUTIONS AND CREDITS			5
ARTICLE IV ALLOCATION OF FUNDS			8
ARTICLE V ENTITLEMENT TO BENEFITS			11
ARTICLE VI DISTRIBUTION OF BENEFITS			11
ARTICLE VII BENEFICIARIES; PARTICIPANT DATA			14
ARTICLE VIII ADMINISTRATION AND RECORDKEEPING			14
ARTICLE IX AMENDMENT			16
ARTICLE X TERMINATION			16
ARTICLE XI MISCELLANEOUS			17
ARTICLE XII THE TRUST			19

DISCOVERY COMMUNICATIONS LLC
SUPPLEMENTAL DEFERRED COMPENSATION PLAN

Amended and restated effective as of October 1, 2007

RECITALS

               This Discovery Communications LLC Supplemental Deferred Compensation Plan (the “Plan”) was adopted by Discovery Communications LLC (the “Employer”) for certain of its management employees. The purpose of the Plan is to offer those employees deferred compensation benefits taxable under Section 451 of the Internal Revenue Code of 1986, as amended (the “Code”) and to supplement such employees’ retirement benefits under the Employer’s tax-qualified retirement plan and other retirement programs. The Plan is intended to be a “top-hat plan” (i.e., an unfunded deferred compensation plan maintained for a select group of management or highly compensated employees) pursuant to Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

               The Employer has previously amended and restated the Plan, and desires to further amend and restate Plan to provide for changes relating to compliance with Section 409A of the Code (as defined below) and the regulations thereunder. Accordingly, the Plan is hereby restated as follows.

ARTICLE I
DEFINITIONS

               The following terms, as used herein, unless a different meaning is implied by the context, have the following meaning:

     1.1 ACCOUNT means the balance credited to a Participant’s Plan account, including amounts credited under the Base Compensation Deferral Account, the Incentive Compensation Deferral Account, the EIP Transfer Account, the DAP Transfer Account, the Employer Contribution Credit Account (but excluding any benefits referred to in Section 3.5) and the Five Year Vesting Account. Said Account shall be determined as of the date of reference.

     1.2 BASE COMPENSATION means “compensation” as defined in the Qualifed Plan, determined without regard to the limitation on the amount of compensation that may be recognized under the Qualified Plan due to the application of Code Section 401(a)(17), but not in excess of five hundred and fifty thousand dollars ($550,000).

     1.3 BENEFICIARY means any person or persons so designated in accordance with the provisions of Article VII.

     1.4 CODE means the Internal Revenue Code of 1986 and the regulations thereunder, as amended from time to time.

     1.5 COMPENSATION means the total of Base Compensation and Incentive Compensation, as such terms are defined herein.

     1.6 COMPENSATION DEFERRAL ACCOUNTS is defined in Section 3.3.

     1.7 COMPENSATION DEFERRALS is defined in Section 3.2.

     1.8 DAP means the Discovery Appreciation Plan.

     1.9 DESIGNATION DATE means the date or dates as of which a designation of deemed investment directions by an individual pursuant to Section 4.4 shall become effective. The Employer has determined that the Designation Dates in any Plan Year include each day of the Plan Year upon which investment directions may be acted.

     1.10 DISABILITY means a condition under which a Participant (1) is unable to engage in any substantial gainful activity by reason of any medically determined physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (2) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health policy covering employees of Employer, as defined pursuant to Section 409A of the Code.

     1.11 EFFECTIVE DATE means the effective date of the Plan, which was October 1, 1999.

     1.12 ELIGIBLE EMPLOYEE means any person employed by the Employer who the Retirement Plan Committee determines (in its sole discretion) is a member of a select group of management or highly compensated employees of the Employer (within the meaning of ERISA).

          By each December 1, the Employer shall notify those individuals, if any, who will be Eligible Employees for the next Plan Year. If the Employer determines that an individual first becomes an Eligible Employee during a Plan Year, the Employer shall notify such individual of its determination and of the date during the Plan Year on which the individual shall first become an Eligible Employee.

     1.13 EMPLOYER means Discovery Communications LLC and its successors and assigns unless otherwise herein provided, or any other corporation or business organization which, with the consent of Discovery Communications LLC or its successors or assigns, assumes the Employer’s obligations hereunder, or any other corporation or business organization which agrees, with the consent of Discovery Communications LLC, to become a party to the Plan.

     1.14 EMPLOYER CONTRIBUTION CREDIT ACCOUNT is defined in Section 3.1.

     1.15 EMPLOYER CONTRIBUTION CREDITS is defined in Section 3.1.

     1.16 INCENTIVE COMPENSATION means a Participant’s bonuses, commissions, incentive compensation and such other amounts as may be reflected on the Participant’s Form W-2, but not included in Base Compensation. Notwithstanding the foregoing, Incentive Compensation shall not include payments from the DAP.

     1.17 LONG-TERM INCENTIVE PLAN TRANSFER ACCOUNT is defined in Section 3.5.

     1.18 PARTICIPANT means any Eligible Employee designated as a Participant in accordance with the provisions of Article II, including, where appropriate according to the context of the Plan, any former employee who is or may become (or whose Beneficiaries may become) eligible to receive a benefit under the Plan and solely with respect to the Five Year Vesting Account, any employee designated as a Participant in respect of receiving a contribution to the Five Year Vesting Account; provided, however, that any such employee is not otherwise entitled to participate in the Plan with respect to other contributions, except as permitted under Article II.

     1.19 PARTICIPANT ENROLLMENT AND ELECTION FORM means the form (or forms) on which a Participant agrees to make a salary reduction contribution election under the Qualified Plan, on which a Participant elects to defer Compensation hereunder, on which the Participant makes an election concerning the manner of payment of his or her Account, and on which the Participant makes certain other designations as required thereon.

     1.20 PLAN means this Discovery Communications LLC Supplemental Deferred Compensation Plan, as amended from time to time.

     1.21 PLAN YEAR means the twelve (12) month period ending on the December 31 of each year during which the Plan is in effect. Notwithstanding the preceding, the period beginning October 1, 1999 and ending December 31, 1999 was deemed a short Plan Year.

     1.22 QUALIFIED PLAN means the Discovery Communications LLC Retirement Savings Plan, as amended from time to time.

     1.23 SEPARATION FROM SERVICE means the cessation of a Participant’s services within the meaning of Treas. Reg. §1.409A-1(h).

     1.24 TRUST means the trust fund, if any, established pursuant to the Plan.

     1.25 TRUSTEE means the trustee named in the agreement establishing the Trust and such successor and/or additional trustees as may be named pursuant to the terms of the agreement establishing the Trust.

     1.26 UNFORESEEABLE EMERGENCY means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Code Section 152(a), as the same may

be amended from time to time), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

     1.27 VALUATION DATE means the last day of each Plan Year or such other date the Employer, in its sole discretion, designates as a Valuation Date.

ARTICLE II
ELIGIBILITY AND PARTICIPATION

     2.1 REQUIREMENTS . An Eligible Employee shall become a Participant by filing a Participant Enrollment and Election Form with the Employer prior to the beginning of the Plan Year and agreeing to make Compensation Deferrals into the Plan. No individual shall become a Participant, however, if he or she is not an Eligible Employee on the date his or her participation is to begin. Notwithstanding the foregoing, with respect to an employee who first becomes eligible to participate in the Plan during a Plan Year, a Participant Enrollment and Election Form must be filed with the Employer within thirty (30) calendar days after the date the employee first becomes eligible to participate in the Plan.

          Participation in the Plan is voluntary. In order to participate in the Plan an Eligible Employee must make an irrevocable written application in such manner as may be required by Section 3.2.

     2.2 RE-EMPLOYMENT . If a Participant whose employment with the Employer is terminated is subsequently re-employed with the Employer, he or she may become a Participant in accordance with the provisions of Section 2.1.

     2.3 CHANGE OF EMPLOYMENT CATEGORY . During any period in which a Participant remains in the employ of the Employer, but ceases to be an Eligible Employee, he or she shall not be eligible to make Compensation Deferrals or to be credited with Employer Contribution Credits hereunder.

ARTICLE III
CONTRIBUTIONS AND CREDITS

     3.1 EMPLOYER CONTRIBUTION CREDITS . There shall be established and maintained a separate Employer Contribution Credit Account in the name of each Participant. Such Account shall be credited or debited, as applicable, with (a) amounts equal to the Employer’s Contribution Credits credited to that Account; and (b) amounts equal to any deemed earnings and losses (to the extent realized, based upon deemed fair market value of the Account’s deemed assets as determined by the Employer, in its discretion) allocated to that Account; and (c) expenses and/or taxes charged to that Account.

          The Employer’s Contribution Credits credited to a Participant’s Employer Contribution Credit Account for a Plan Year shall equal the sum of (a) and (b) below:

          (a) the excess of (i) the sum of the matching contributions that would have been made by the Employer under the Qualified Plan on behalf of the Participant for the Plan Year, but calculated based on his Base Compensation as defined hereunder, over (ii) the sum of the matching contributions actually made by the Employer to the Qualified Plan on behalf of the Participant for the Plan Year; and

          (b) additional amounts, if any, that the Employer, in its sole discretion, contributes to the Participant’s Employer Contribution Credit Account.

          (c) A Participant shall at all times be one hundred percent (100%) vested in amounts credited to his or her Employer Contribution Credit Account.

     3.2 PARTICIPANT ELECTIVE COMPENSATION DEFERRALS . In accordance with rules established by the Employer, a Participant may elect to defer Compensation which is due to be earned and which would otherwise be paid to the Participant, in any fixed percentage designated by the Participant; provided, however, that such deferral may not exceed fifty percent (50%) of Compensation. A Participant must make a separate election to defer Base Compensation (“Base Compensation Deferrals”) and Incentive Compensation (“Incentive Compensation Deferrals”). Amounts so deferred will be considered collectively as a Participant’s “Compensation Deferrals.” A Participant shall make such elections with respect to a coming twelve (12) month Plan Year during a period designated by the Employer prior to the Plan Year (the “annual enrollment period”) or, if an employee is not eligible to participate at such time, no later than thirty (30) calendar days after the date the employee is first eligible to participate in the Plan.

          A Participant may not cancel his or her Base Compensation Deferral election or his or her Incentive Compensation Deferral election unless so required under the Qualified Plan in order for the Participant to obtain a hardship withdrawal from the Qualified Plan or upon the occurrence of an Unforeseeable Emergency. After the lifting of a period of suspension from the Plan, the Participant shall be treated as a newly Eligible Employee.

          Unless so canceled, a Base Compensation Deferral deduction election and an Incentive Compensation Deferral deduction election shall both continue in force for the remainder of the Plan Year. Compensation Deferrals shall be deducted by the Employer from the appropriate pay of a deferring Participant and shall be credited to the Account of the deferring Participant.

     3.3 COMPENSATION DEFERRAL ACCOUNTS . There shall be established and maintained by the Employer a separate Base Compensation Deferral Account and a separate Incentive Compensation Deferral Account in the name of each Participant, to which shall be credited or debited, as applicable: (a) amounts equal to the Participant’s Compensation Deferrals under Section 3.2; (b) amounts equal to any deemed earnings and losses (to the extent realized, based upon deemed fair market value of the Accounts’ deemed assets as determined by the Employer in its discretion) attributable or allocable thereto; and (c) expenses and/or taxes charged to those Accounts.

          A Participant shall at all times be one hundred percent (100%) vested in amounts credited to both his or her Base Compensation Deferral Account and his or her Incentive Compensation Deferral Account.

     3.4 PARTICIPANT SEVERANCE DEFERRALS . In accordance with rules established by the Employer, a Participant may elect to defer any severance payment to which the Participant may become entitled (in twenty-five percent (25%) increments) for Separation from Service on or prior to December 31, 2007 by irrevocably electing, upon the later of the 2005 election period or the Participant’s initial enrollment in the Plan prior to 2007 to have such payments made in installment form (in the manner provided in Section 6.2) rather than as a lump sum.

          Notwithstanding anything herein to the contrary, except for the deferral opportunity described in this Section 3.4 with respect to Separations from Service on or prior to December 31, 2007, the Participant’s severance benefits shall be governed by the Employer plan or plans, or the Employer policy or policies, which provide for severance benefits, and not by the Plan.

          Notwithstanding anything elsewhere to the contrary, no deferral elections pursuant to this Plan shall be effective with respect to severance payments, if any, payable to Participants with respect to Separations from Service on or after January 1, 2008.

     3.5 LONG-TERM INCENTIVE PLAN TRANSFER ACCOUNTS . There shall be established and maintained by the Employer a separate Long-term Incentive Plan Transfer Account in the name of each Participant on whose behalf is transferred, in accordance with the provisions of this Section, vested benefits under the DAP. Such transfers, and the amounts transferred, shall be subject to the following provisions:

          (a) Eligible Employees and Participants who are actively employed by the Employer may request no later than the December 31 ^st of the calendar year preceding the calendar year in which the DAP award is made the Committee (as that term is defined in the DAP) to effect a transfer of all or a portion of such Participant’s DAP award to this Plan on the date such award would otherwise be payable under the DAP under certain circumstances described in the DAP and in accordance with Section 409A. Such request shall be made on such forms and at such times as the Employer may prescribe in accordance with Section 409A. If such request is approved, the amount of the transferable benefit shall be determined under the DAP, in accordance with the provisions, terms and conditions of the DAP, and the Participant’s vested benefit under the DAP shall be reduced by an amount equal to the amount of the transfer.

          (b) The Long-Term Incentive Plan Transfer Account shall be credited or debited, as applicable with: (a) amounts transferred from the DAP in accordance with this Section; (b) amounts equal to any deemed earnings and losses (to the extent realized, based upon deemed fair market value of the Account’s deemed assets as determined by the Employer in its discretion) attributable or allocable thereto; and (c) expenses and/or taxes charged to that Account.

          (c) A Participant shall at all times be one hundred percent (100%) vested in amounts credited to his or her Long-Term Incentive Plan Transfer Account. Notwithstanding the foregoing, to the extent all or any portion of a DAP award which was to be transferred to this Plan is forfeited under the terms of the DAP, no such award shall be transferred or payable under this Plan.

     3.6 FIVE YEAR VESTING ACCOUNT . There shall be established and maintained by the Employer a separate Five Year Vesting Account in the name of any designated Participant, to which shall be credited or debited, as applicable: (a) amounts contributed to the Five Year Vesting Account by the Employer on behalf of any such Participant; (b) amounts equal to any deemed earnings or losses (to the extent realized, based upon deemed fair market value of the Five Year Vesting Account’s deemed assets as determined by the Employer in its discretion) attributable or allocable thereto; and (c) expenses and/or taxes charged to the Five Year Vesting Account.

          Amounts contributed to the Five Year Vesting Account of a Participant, together with earnings thereon, shall vest in five equal annual installments on the first, second, third, fourth, and fifth anniversaries of the dates such amounts are deemed contributed to the Plan (or such other date as the Employer may designate in writing), subject to the continuous employment of any such Participant by the Employer through a relevant vesting date.

          Upon any termination of employment of a Participant (notwithstanding the basis therefor), any amounts contributed to the Five Year Vesting Account that have not vested as of the date of such termination, together with any earnings thereon, shall be forfeited. Upon a termination of a Participant’s employment for “Cause” (as defined in an employment agreement between the Company and such Participant, or if there is no such agreement, “cause” in accordance with the Company’s policies) or upon a Participant’s violation of such Participant’s employment agreement with the Company, all amounts contributed to the Five Year Vesting Account, and any earnings thereon, shall be forfeited.

ARTICLE IV
ALLOCATION OF FUNDS

     4.1 ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS . Pursuant to Section 4.4, each Participant shall have the right to direct the Employer as to how amounts in his or her Plan Account shall be deemed to be invested in the deemed investment options made available under the Plan. Subject to such limitations as may from time to time be required by law, imposed by the Employer or the Trustee or contained elsewhere in the Plan, and subject to such operating rules and procedures as may be imposed from time to time by the Employer, prior to the date on which a direction will become effective, the Participant shall have the right to direct the Employer as to how amounts in his or her Account shall be deemed to be invested. The Employer shall direct the Trustee to invest the account maintained in the Trust on behalf of the Participant pursuant to the deemed investment directions the Employer properly has received from the Participant.

          The value of the Participant’s Account shall be equal to the value of the account maintained under the Trust on behalf of the Participant. As of each Valuation Date of the Trust, the Participant’s Account will be credited or debited to reflect the Participant’s deemed investments of the Trust. The Participant’s Plan Account will be credited or debited with the increase or decrease in the realizable net asset value or credited interest, as applicable, of the designated