Disney Severance Pay Plan

Exhibit 10.4

Disney Severance Pay Plan

As Amended and Restated

Effective January 1, 2009

(Conformed Text Including

First Amendment to Plan as Amended

and Restated January 1, 2009)

TABLE OF CONTENTS

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SECTION 1. - INTRODUCTION

The Walt Disney Company (“Disney”) adopted the Disney Severance Pay Plan (hereinafter “Plan”) originally effective as of May 15, 2001. The Plan was thereafter amended three times and, effective as of January 1, 2009, the Plan as set forth herein has been amended and restated in its entirety.

The Plan provides severance benefits under the circumstances described below to eligible employees (referred to as “Eligible Employees”) of Disney and certain of its subsidiaries and Affiliates (collectively the “Company”).

SECTION 2. - DEFINITIONS AND INTERPRETATIONS

The following definitions and interpretations of important terms apply to the Plan:

(a) Affiliate . A company or business organization which is affiliated with the Company as defined under Securities and Exchange Commission Rule 144(a)(1), as amended from time to time.

(b) COBRA . Continuation health care coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985.

(c) Code . The Internal Revenue Code of 1986, as amended.

(d) Company . Disney and any subsidiary or other Controlled Group Member of Disney that, with the approval of the Plan Administrator and subject to such conditions as the Plan Administrator may impose, adopts the Plan. Any subsidiary or other Controlled Group Member will be considered to have adopted the Plan with the approval of the Plan Administrator if it takes significant action that is consistent with the adoption of the Plan, the Plan Administrator is aware of the action, and neither objects in writing to the action. The Plan Administrator or a subsidiary or Controlled Group Member may terminate the subsidiary or Controlled Group Member’s participation in the Plan by written notice to each other. An entity will cease to be part of the Company, and will cease to participate in the Plan, after the date on which it ceases to be a Controlled Group Member.

(e) Controlled Group Member . A member of a controlled group of corporations of which Disney is a member, or an unincorporated trade or business that is under common control with Disney, all as determined under the Sections 414(b) and 414(c) of the Code.

(f) Disney . The Walt Disney Company.

(g) Effective Date . January 1, 2009, the date this Plan was amended and restated.

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(h) Eligible Employee . As of his or her Layoff Date, an Employee

(i) Employee . Any person employed by the Company on or after the Effective Date as a regular, full-time employee on a payroll maintained in the United States but excluding any employee included in a unit of employees covered by a collective bargaining agreement between the Company and employee representatives unless such bargaining agreement provides for his or her inclusion hereunder. If a collective bargaining agreement does provide for inclusion of a represented employee, his or her participation hereunder will be subject to such modification in Plan terms as may be provided in the applicable collective bargaining agreement.

If a person is not treated by the Company as an employee, as conclusively evidenced by failure to withhold taxes from payment made for services rendered, then such person is not considered an Employee under this Plan even if the person is determined to have been a common law employee of the Company by a court of law, a governmental agency or by any other body or means.

(j) Employment Position . The classification of an Employee by job responsibility as either a Salaried or an Hourly Employee, a Manager, a Director or a Vice President or Above. An Employee’s Employment Position will be determined by the Plan Administrator in its sole and absolute discretion, taking into consideration the following definitions:

Salaried or Hourly Employee : An Employee who is neither a Vice President or Above, a Director or a Manager.

Manager : An Employee with a title of manager or with a title or job responsibility comparable to that of a manager.

Director : An Employee with a title of director or with a title or job responsibility comparable to that of a director.

Vice President or Above : An Employee with a title of vice president or higher or with a title or job responsibility comparable to that of a vice president or higher position.

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For the avoidance of doubt, a job title (such as “manager” or “director”) is not conclusively determinative of an Employee’s classification (for example, as a Manager or Director) hereunder.

(k) ERISA . The Employee Retirement Income Security Act of 1974, as amended from time to time.

(l) Layoff . The involuntary termination of employment of an Eligible Employee from the Company. Notwithstanding the foregoing, in no event will an involuntary termination of employment be considered a Layoff if (i) the involuntary termination of employment is due to Reason or (ii) the involuntary termination of employment does not qualify as a “separation of service” within the meaning of Section 409A of the Code and Treasury Regulation Section 1.409A–1(h).

(m) Layoff Date . An Eligible Employee’s last day of employment on account of his or her Layoff.

(n) Participant . An Eligible Employee who meets the requirements for benefits under the Plan, as set forth in Section 3 of the Plan (entitled “How Do You Become Eligible for Benefits?”) An individual will cease being a Participant once payment of all severance pay and other benefits due to such individual under the Plan has been completed and no person will have any further rights under the Plan with respect to such former Participant.

(o) Plan Administrator . The Investment and Administrative Committee of the Walt Disney Company Sponsored Qualified Benefit Plans and Key Employees Deferred Compensation and Retirement Plan.

(p) Reason . Any one of the following reasons for the discharge or other involuntary termination of an Employee from employment with the Company:

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For purposes of the Plan, the determination of whether a discharge or other release from employment is for Reason will be made by the Plan Administrator, in its sole and absolute discretion, and such determination will be conclusive and binding on the affected Employee.

(q) Successor Employer . Successor Employer means any entity that:

(r) WARN Act . Worker Adjustment and Retraining Notification Act.

(s) Weekly Base Pay . An Eligible Employee’s weekly rate of salary or wages as of his or her Layoff Date, as reflected in the records maintained by the Company’s payroll department, and will (i) include any salary reduction contributions made on his or her behalf to any plan of the Company, or pursuant to a collective bargaining agreement, under Section 125 or 401(k) of the Code , and (ii) exclude bonuses, overtime pay, temporary assignment shift differentials, incentive compensation, Company contributions to or benefits paid from any employee retirement or welfare plan (other than salary reduction contributions to such a plan), and other additional compensation or benefits provided by the Company and, except as provided below, commissions.

If a significant portion of an Eligible Employee’s compensation is sales-based commissions, as determined by the Plan Administrator in its sole and absolute discretion, then the Employee’s Weekly Base Pay will include any commissions actually paid (and not merely accrued) to him or her by the Company during the last 24 full calendar month period of his or her last continuous period of employment with the Company prior to his or her Layoff Date, divided by 104. If an Eligible Employee’s last continuous period of employment with the Company is less than 24 full calendar months, then the amount to be included in his or her Weekly Base Pay is the amount of sales-based commissions actually paid (and not merely accrued) to him or her

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by the Company during the number of full calendar months of his or her last continuous period of employment with the Company prior to his or her Layoff Date, divided by the number of weeks within those full calendar months.

(t) Year of Service . The number of consecutive full 12 month periods of an Eligible Employee’s employment with the Company and any Controlled Group Member since his or her most recent hire date in which the Eligible Employee is paid by the Company or a Controlled Group Member for the performance of full-time services. Years of Service will be measured in full years and partial Years of Service will be disregarded. If the Company has a bridging of service policy, any prior employment recognized for the Eligible Employee under that policy will be recognized under this Plan and added to the Eligible Employee’s most recent period of employment to determine Years of Service except that Years of Service for which the Eligible Employee previously received severance pay from the Company or any Controlled Group Member pursuant to this Plan or any other severance or separation plan or program shall be disregarded.

SECTION 3. - HOW DO YOU BECOME ELIGIBLE FOR BENEFITS?

(a) Eligibility . You become eligible for benefits under the Plan (i.e., you become a “Participant”) if you are an Eligible Employee and your employment termination is a Layoff.

(b) Changed Decisions . The Company has the right to cancel a Layoff or reschedule a Layoff Date at any time before your employment terminates. You will not become eligible for benefits under this Plan if your Layoff Date is cancelled or if you voluntarily terminate employment before the Layoff Date specified by the Company.

SECTION 4. - WHAT ARE YOUR BENEFITS UNDER THE PLAN?

If you are eligible for benefits under the Plan (i.e., you become a Participant), your benefits under the Plan will be as follows:

(a) Severance Pay . You will be entitled to receive severance pay under the Plan based on your Employment Position and Years of Service as of your Layoff Date, and which will be equal to the number of weeks determined in accordance with whichever of the following schedules is applicable to you, multiplied by your Weekly Base Pay:

Salaried or Hourly Employee

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Manager

Director

Vice-President or Above

(b) Continued Health Care Coverage and COBRA . If you are participating in a Company health care plan at your Layoff Date, you will be eligible to continue health care coverage under this Plan for the length of your Health Care Coverage Period for you and, as applicable, your eligible dependents and Same-Sex Domestic Partner, under the same terms and conditions of the health care plan applicable to you. If you elect such coverage, during your Health Care Coverage Period, your contributions will be those charged for the same coverage to similarly situated active employees under the Company health care plan applicable to you. Your “Health Care Period” is four weeks if you have less than five Years of Service as of your Layoff Date or one week for each Year of Service, up to a maximum of 52 weeks, if you have five or more Years of Service as of your Layoff Date. After your Health Care Coverage Period, your COBRA coverage or continued coverage for Same-Sex Domestic Part