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Exhibit 10.20d

                                    EXHIBIT E

                             PSS WORLD MEDICAL, INC.
                   AMENDED AND RESTATED LEADER'S DEFERRAL PLAN
                        (as amended through July 1, 2003)

                                    ARTICLE 1
                              ESTABLISHMENT OF PLAN

1.01 Background of Plan. PSS World Medical, Inc. established, effective as of
     July 1, 1999, a deferred compensation plan known as the PSS World Medical,
     Inc. Leader's Deferral Plan. The Plan became effective for Compensation
     payable on or after July 1, 1999. The Plan was amended and restated as of
     July 1, 2000 to change to the investment crediting methodology for the
     deferral account balances and for related purposes. The Plan was further
     amended and restated as of April 1, 2001 to permit pay out of account
     balances of $25,000 or less in a lump sum under certain conditions, to
     provide for a minimum matching contribution for Level 5 Officer
     participants, and to clarify the payout procedures. The Plan was further
     amended and restated as of July 1, 2001 to eliminate the three-year
     eligibility waiting period for Level 5 Officers. The Plan was further
     amended and restated as of April 1, 2002 to (i) to eliminate Tier 5
     Officers as eligible participants, (ii) to provide for a Company matching
     contribution of 35 cents per dollar deferred (up to 10% of compensation)
     for certain participants, (iii) to permit discretionary Company
     contributions on behalf of Participants, (iv) to permit the Plan
     Administrator to waive the three-year service eligibility requirement on a
     case-by-case basis, (v) to provide more flexibility in investment
     allocation elections, (vi) to allow longer payout elections for retirement
     account balances of more than $25,000, (vii) to allow mid-year enrollments
     for newly eligible participants and (viii) to effect certain "housekeeping"
     changes. The Plan is hereby further amended and restated as of July 1, 2003
     to permit up to three deferral accounts for in-service distributions and
     one deferral account for distributions upon termination of employment.

1.02 Purpose. The Company desires to recognize the valuable contribution of its
     leadership employees by providing the Leader's Deferral Program, an
     executive benefit program consisting of (i) this Leader's Deferral Plan,
     under which participants may voluntarily defer compensation, which,
     together with a Company matching contribution on deferrals of up to 10% of
     compensation, will earn a return based on the performance of one or more
     benchmark investments, and (ii) the Leader's Stock Option Grant Program,
     which provides participants the opportunity to purchase Company stock when
     the growth in the stock value exceeds a designated formula amount. The
     Leader's Stock Option Grant Program

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     is administered in conjunction with the Leader's Deferral Plan as part of,
     and is subject to the terms and conditions of, the PSS World Medical, Inc.
     1999 Broad-Based Employee Stock Plan or any successor plan(s) under which
     stock options may be granted to employees of the Company.

1.03 Status of Plan. The Plan is intended to be a nonqualified, unfunded plan of
     deferred compensation under the Internal Revenue Code of 1986, as amended.
     Although the plan is unfunded for tax purposes, the Company may establish a
     trust under Revenue Procedure 92-64 to provide benefits under the Plan.
     (See Section 1.04).

1.04 Establishment of Trust. As noted in Section 1.03, the Company may establish
     a trust to fund benefits provided under the terms of the Plan ("Trust"). It
     is intended that a transfer of assets into the Trust will not generate
     taxable income (for federal income tax purposes) to the Participants until
     such assets are actually distributed or otherwise made available to the
     Participants.

                                    ARTICLE 2
                                   DEFINITIONS

2.01 Definitions. Certain terms of the Plan have defined meanings set forth in
     this Article and which shall govern unless the context in which they are
     used clearly indicates that some other meaning is intended.

     Accounts. The term "Accounts" means and includes all of a Participant's
     In-Service Accounts and his or her Termination Account under the Plan. The
     performance and value of the Accounts shall be measured by reference to the
     performance of one or more third-party investment funds (investing in
     equities and fixed income instruments) designated from time to time by the
     Plan Administrator as being benchmark investments for Accounts. The
     maintenance of individual Accounts is for bookkeeping purposes only. The
     Participant is not an actual investor in the designated funds; rather the
     Participant is permitted to select any of the funds as a benchmark for the
     return on his or her Compensation deferred under the Plan.

     Beneficiary. Any person or persons designated by a Participant, in
     accordance with procedures established by the Committee or Plan
     Administrator, to receive benefits hereunder in the event of the
     Participant's death. If any Participant shall fail to designate a
     Beneficiary or shall designate a Beneficiary who shall fail to survive the
     Participant, the Beneficiary shall be the Participant's surviving spouse,
     or, if none, the Participant's surviving descendants (who shall take per
     stirpes) and if there are no surviving descendants, the Beneficiary shall
     be the Participant's estate.

     Board. The Board of Directors of the Company.

                                       -2-

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     Change in Control. As defined in Section 9.03.

     Committee. The Compensation Committee of the Board.

     Company. PSS World Medical, Inc. and its corporate successors.

     Company Matching Contribution. The matching contributions made by the
     Company to Participants' Accounts in accordance with Section 5.05.

     Compensation. The total salary, commissions and cash bonus payable by the
     Company in the relevant Plan Year to a Participant for services to the
     Company or any of its affiliates, as such amount may be changed from time
     to time.

     Deferral Election Form. A form, substantially in the form attached hereto
     as Exhibit A, pursuant to which a Participant elects to defer Compensation
     under the Plan.

     Deferral Termination Date. As defined in Section 5.03(c).

     Disability. Total and permanent disability as determined under the
     Company's long term disability program, whether or not the Participant is
     covered under such program. If no such program is in effect, the Disability
     of a Participant shall be determined in good faith by the Board.

     Discretionary Company Contributions. The discretionary contributions, if
     any, made by the Company to Participants' Accounts in accordance with
     Section 5.06.

     Effective Date. The Plan is effective for Compensation payable on or after
     July 1, 1999.

     Election Date. The date established by the Plan as the date by which a
     Participant must submit a valid Deferral Election Form to the Plan
     Administrator in order to participate in the Plan for a Plan Year. For each
     Plan Year, the Election Date is June 30 of the preceding Plan Year;
     provided, however, that if a person first becomes a eligible to participate
     in the Plan after the beginning of the Plan Year, the Election Date for
     such person for that Plan Year shall be the 30/th/ day after he or she
     first becomes eligible to participate in the Plan.

     In-Service Account. An In-Service Account established by the Company under
     Section 5.03 of the Plan for a Participant for short-term deferrals of
     Compensation pursuant to the Plan. A Participant may have up to three
     In-Service Accounts under the Plan in addition to his or her Termination
     Account. A Participant is not required to have any In-Service Accounts.

                                      -3-

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     Leader. Any non-officer employee of the Company or its subsidiaries who has
     been designated a Sales Leader, Operational Leader, General Leader
     or Corporate Department Leader.

     Participant. Any eligible Leader who has elected to participate in the Plan
     or who has received a Discretionary Company Contribution under the Plan.

     Plan. The PSS World Medical, Inc. Amended and Restated Leader's Deferral
     Plan as set forth in this document, together with any subsequent amendments
     hereto.

     Plan Administrator. The Committee or its delegee of administrative duties
     under the Plan pursuant to Section 3.02.

     Plan Year. The Plan Year shall be the twelve-month period from July 1 of
     each year though June 30 of the following calendar year. For example, "Plan
     Year 2002" shall mean the year ended June 30, 2002.

     Roll-Over Balance. The unpaid vested balance in a Participant's In-Service
     Account that will automatically be rolled into the Participant's
     Termination Account under the circumstances described in Section 5.08(c).

     Stock Option Grant Program. The PSS World Medical, Inc. Leader's Stock
     Option Grant Program, as amended from time to time.

     Termination Account. A Termination Account established by the Company under
     Section 5.03 of the Plan for a Participant for deferrals of Compensation
     pursuant to the Plan until the Participant's Termination of Employment,
     including any Discretionary Company Contributions.

     Termination of Employment. A Termination of Employment occurs when a
     Participant ceases for any reason to be an employee of the Company or any
     of its affiliates.

     Termination Triggering Event. As defined in Section 5.08(a).

     Valuation Dates. The dates for valuing the balance in an Account as
     provided in Section 5.08.

                                    ARTICLE 3
                           ADMINISTRATION OF THE PLAN

3.01 Administrator of the Plan. The Plan shall be administered by the Committee.
     The Committee may delegate certain administrative functions to the Plan
     Administrator as provided in Section 3.02.

                                      -4-

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3.02 Authority of Committee. The Committee shall have full power and authority
     to: (i) interpret and construe the Plan and adopt such rules and
     regulations as it shall deem necessary and advisable to implement and
     administer the Plan, (ii) determine the benefits of the Plan to which any
     Participant, Beneficiary or other person may be entitled, (iii) keep
     records of all acts and determinations of the Committee and Plan
     Administrator, and to keep all such records, books of accounts, data and
     other documents as may be necessary for the proper administration of the
     Plan, (iv) prepare and distribute to all Participants and Beneficiaries
     information concerning the Plan and their rights under the Plan, (v) do all
     things necessary to operate and administer the Plan in accordance with its
     provisions, and (iv) designate persons other than members of the Committee
     or the Board to carry out its responsibilities, subject to such
     limitations, restrictions and conditions as it may prescribe. Without
     limiting the foregoing, the Committee may from time to time delegate to one
     or more agents who may or may not be employees of the Company (the "Plan
     Administrator") the authority to act on behalf of the Committee in all
     matters of Plan administration, but the Committee shall retain exclusive
     authority to determine eligible Participants, to amend or terminate the
     Plan, and to make a determinations under Section 7.02 of the Plan. Until
     later designated by the Committee, the Plan Administrator shall be a
     committee consisting of David Smith, Jeff Anthony and David Klarner.

3.03 Effect of Committee Determinations. No member of the Committee or the Board
     or the Plan Administrator shall be personally liable for any action or
     determination made in good faith with respect to the Plan or to any
     settlement of any dispute between a Participant and the Company. Any
     decision or action taken by the Committee or the Board with respect to the
     administration or interpretation of the Plan shall be conclusive and
     binding upon all persons.

                                    ARTICLE 4
                                  PARTICIPATION

4.01 Election to Participate. Each Leader who has been a Leader for at least
     three years and whose Compensation for the preceding Plan Year was above
     the minimum level established and communicated by the Plan Administrator
     each year is automatically eligible to participate in the Plan; provided,
     however, that the Plan Administrator may in its discretion waive the
     three-year eligibility requirement for any person. An eligible Leader may
     participate in the Plan for a Plan Year by delivering a properly completed
     and signed Deferral Election Form to the Plan Administrator on or before
     the Election Date for such Plan Year. The Participant's participation in
     the Plan will be effective as of the following date, as applicable: (i) in
     the case of the first Plan Year, July 1, 1999, (ii) in the case of
     subsequent Plan Years, the first day of the Plan Year beginning after the
     Plan Administrator receives the Participant's Deferral Election Form, or
     (iii) in the case of a person who first becomes eligible to participate in
     the Plan after the

                                      -5-

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     beginning of a Plan Year, the first day after the Plan Administrator
     receives the Deferral Election Form if filed within 30 days after such
     Participant first becomes eligible to participate in the Plan. A
     Participant shall not be entitled to any benefit hereunder unless such
     Participant (i) has properly completed a Deferral Election Form and
     deferred the receipt of Compensation pursuant to the Plan, or (ii) has
     received a Discretionary Company Contribution under the Plan.

4.02 Voluntary Termination of Deferral Election Form.

     (a)  Cessation of Deferrals; Effect. A Participant may at any time cease
     making further deferrals into all (but not less than all) of his or her
     Accounts during a Plan Year by terminating his or her Deferral Election
     Form. Such termination will be effective on the first day of the calendar
     quarter after the Participant notifies the Plan Administrator of the
     Participant's termination of the Deferral Election Form. If a Participant
     terminates a Deferral Election Form, the Participant may not activate a new
     Deferral Election Form to defer Compensation under the Plan for the
     remainder of the Plan Year in which the Participant's former Deferral
     Election Form was terminated or for the next following Plan Year.

     (b)  Prior Deferred Amounts. Any Compensation deferred prior to the
     termination of a Deferral Election Form shall remain subject to the
     original Deferral Election Form and the Plan. On or before the Election
     Date for the second following Plan Year or of any subsequent Plan Year, the
     Participant may deliver a new Deferral Election Form for any Account and
     thereby defer the receipt of any future Compensation. Such new Deferral
     Election Form shall be effective only for Compensation applicable to the
     Participant's service after the first day of the next eligible Plan Year
     following the Plan Administrator's receipt of the Participant's new
     Deferral Election Form.

4.03 Continuation of Deferral Election Form. Prior to the commencement of each
     Plan Year, a Participant shall have the right, by executing and delivering
     to the Plan Administrator a new Deferral Election Form, to modify the
     percentage of his or her Compensation which is deferred to his or her
     Accounts under the Plan. Such new Deferral Election Form shall be effective
     only for Compensation applicable to the Participant's service after the
     first day of the new Plan Year. If the Participant fails to deliver a new
     Deferral Election Form prior to the commencement of the new Plan Year, the
     Participant's Deferral Election Form in effect during the previous Plan
     Year shall continue in effect during the new Plan Year, unless the
     Participant is prohibited from making deferrals under the Plan in such new
     Plan Year by reason of having terminated a prior Election Form pursuant to
     Section 4.02(a)

4.04 Automatic Termination of Deferral Election Form. A Participant's Deferral
     Election Form will automatically terminate at the earlier of (i) the
     Participant's Termination of Employment, or (ii) the termination of the
     Plan.

                                      -6-

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4.05 No Implied Rights. Nothing contained in the Plan shall be deemed to give
     any Leader the right to continue in such status or to remain as an employee
     of the Company or its affiliates.

                                    ARTICLE 5
                                  PLAN BENEFITS

5.01 Deferred Compensation. A Participant may elect to defer up to 100% of his
     or her Compensation in accordance with the terms of the Plan and the
     Deferral Election Form; provided, however, that the Company Matching
     Contribution and grant of stock options pursuant to the Stock Option Grant
     Program shall apply only with respect to deferrals of up to 10% of
     Compensation. For bookkeeping purposes, the amount of the Compensation
     which the Participant elects to defer pursuant to the Plan shall be
     transferred to and held in the Participant's individual Accounts, as
     indicated in the Deferral Election Form, and subject to the terms of the
     Plan.

5.02 Time of Election of Deferral. Subject to Section 4.03, a Participant who
     wishes to defer Compensation for a Plan Year must irrevocably elect to do
     so on or prior to the Election Date for such Plan Year, by delivering a
     valid Deferral Election Form to the Plan Administrator.

5.03 Deferral Elections.

     (a)  Designation of Accounts. The Company will automatically designate a
     Termination Account for each Participant for the purpose of (i) crediting
     the Participant's voluntary deferrals of Compensation, if any, into the
     Termination Account, (ii) crediting Roll-Over Balances, if applicable, from
     the Participant's In-Service Accounts pursuant to Section 5.08(c), and
     (iii) crediting any Discretionary Company Contributions made to the
     Participant. In addition to the Termination Account, a Participant may
     designate up to three In-Service Accounts.

     (b)  Deferral Amounts. The Deferral Election Form shall indicate: (i)
     the aggregate dollar amount or percentage (in increments of 1%) of
     Compensation to be deferred, and (ii) the components of Compensation from
     which such deferrals are to be made, such as from salary, bonus or
     commission, and (iii) of such aggregate amount to be deferred, the dollar
     amount or percentage (in increments of 1%) of Compensation to be credited
     to each Account, if more than one.

     (c)  Deferral Periods. A Participant shall designate for each
     In-Service Account a date (the "Deferral Termination Date"), after which
     payments from such Account will be payable pursuant to Section 5.08. The
     Deferral Termination Date must be at least three years after the first date
     that deferrals are made to the In-Service Account. Distribution of amounts
     held in a Participant's Termination

                                      -7-

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     Account shall commence as provided in Section 5.08(a) following the
     earliest of (i) the Participant's Termination of Employment, (ii) the
     Participant's death, (iii) the Participant's Disability, or (iv) the
     Participant's termination of participation pursuant to Section 7.02.

     (d)  Limited Changes Permitted. Except as provided in clauses (i) and (ii)
     below and in Section 4.02, deferral elections shall be irrevocable.

          (i)  Extension of Deferral Period. For each In-Service Account, the
     Participant may file a new Deferral Election Form to extend the Deferral
     Termination Date for such Account; provided, however, that (A) a
     Participant is limited to one such changed election for each In-Service
     Account during the life of the Plan, (B) the new Deferral Termination Date
     selected must be at least five years later than the prior Deferral
     Termination Date for such Account, and (C) such changed election, to be
     effective, must be filed with the Plan Administrator no less than thirteen
     (13) months prior to the originally selected Deferral Termination Date for
     such Account.

          (ii) Number of Installment Payments for Termination Account. A
     Participant may designate in his or her Deferral Election Form the number
     of installments (between five and twenty) in which his or her Termination
     Account will be paid in accordance with Section 5.08(a); provided that if
     no such election is indicated, the Termination Account will be paid in five
     installments, or in a lump sum if less than $25,000. A Participant may
     change his or her election as to the number of installment payments for the
     Termination Account; provided, however, that (A) a Participant is limited
     to one such changed election in any Plan Year, (B) such changed election,
     to be effective, must be filed with the Plan Administrator no less than
     thirteen (13) months prior to the Termination Triggering Event (as defined
     in Section 5.08(a)), and (C) a changed election, once effective, shall
     override all prior such elections.

5.04 Return on Account Balances. Amounts in a Participant's Account will be
     credited with a return (positive or negative) measured by reference to the
     performance of one or more benchmark investment funds selected by the
     Participant for such Account. A Participant may from time to time, in
     accordance with procedures established by the Plan Administrator: (i)
     indicate and change his or her investment allocation choices from among the
     offered benchmark investment funds, and (ii) indicate whether such
     investment allocation elections shall apply to new deferrals, existing
     Account balances, or both. Unless otherwise indicated by the Plan
     Administrator, a Participant may specify different investment allocations
     for each of his or her Accounts. Indications of investment allocation
     choices shall be made in such manner and with such frequency as may be
     approved from time to time by the Plan Administrator. Participants will be
     provided with quarterly reports as to the status of their various Accounts.

                                      -8-

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5.05 Company Matching Contributions. For each dollar ($1.00) that a Leader
     defers into an Account (up to 10% of Compensation in the aggregate for all
     of the Participant's Accounts), the Company will make a matching
     contribution of (i) twenty cents ($.20), if the Participant met his or her
     forecasted goals for the preceding year, or (ii) ten cents ($.10) if the
     Participant did not meet his or her forecasted goals for the preceding
     year, (iii) thirty-five cents ($.35) if (A) the Participant has been a
     Leader for at least ten years, regardless of whether he or she met
     forecasted goals for the preceding year, or (B) the Participant has been
     designated by the Chief Executive Officer as one of the top 50 Leaders for
     the Plan Year, regardless of how long such person has been a Leader.
     Company Matching Contributions will earn a return based on the same
     investment allocations selected by the Participant with respect to the
     Account into which such Company Matching Contributions are credited. The
     Board may change the amount of the Company Matching Contributions for any
     future Plan Year by giving written notice to eligible Participants prior to
     the Election Date for such Plan Year. Any such change will be prospective
     only.

5.06 Discretionary Company Contributions. The Company may at any time make a
     discretionary contribution to a Participant's Termination Account in any
     amount the Company deems advisable. Discretionary Company Contributions
     will earn a return based on the same investment allocations selected by the
     Participant with respect to the Participant's Termination Account; provided
     that if the Participant has not indicated an investment allocation for his
     or her Termination Account, the most conservative investment allocation
     then available under the Plan will be applied to the Participant's
     Termination Account unless and until changed by the Participant. The
     Company may discriminate among Participants in making Discretionary Company
     Contributions and may discriminate among those Participants receiving
     Discretionary Company Contributions as to the amount of such contributions.

5.07 Vesting. Vesting refers to a Participant's ability to receive benefits at
     the end of the deferral period.

     (a)  Participant Deferrals. Participants are always 100% vested in their
     Account other than Company Matching Contributions or Discretionary Company
     Contributions and allocated return thereon.

     (b)  Company Matching Contributions. Company Matching Contributions and
     allocated return thereon become vested in accordance with the following
     schedule:

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-------------------------------------------------------------------------
                                             Vested % of Company Matching
Years elapsed since first                    Contributions and allocated
deferral under the Plan                      return thereon
-------------------------------------------------------------------------
Less than 4 Years                            0%
-------------------------------------------------------------------------
4 Years                                      20%
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5 Years                                      40%
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6 Years                                      60%
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7 Years                                      80%
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8 Years                                      100%
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Earlier death or Disability of               100%
Participant
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A successor to the Company terminates        100%
the Plan
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Within 24 months of the Change in            100%
Control, a successor to the Company
terminates the employment of Participant
without cause or Participant resigns for
Good Reason, as defined in Participant's
Employment Agreement, if any, with the
Company
-------------------------------------------------------------------------

     For example, if a Participant first made a deferral under the Plan with
     respect to any part of Plan Year 2003, he or she will become vested in all
     Company Matching Contributions in all of his or her Accounts, based on the
     anniversary of the first day of such 2003 Plan Year (i.e., all Company
     Matching Contributions to such Participant, whenever made, will be 20%
     vested on July 1, 2007, 40% vested on July 1, 2008, and so on).

     (c)  Discretionary Company Contributions. Discretionary Company
     Contributions and allocated return thereon become vested in accordance with
     the following schedule:

                                      -10-

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-------------------------------------------------------------------------
Years elapsed since the last day
of the Plan Year in which the                Vested % of Discretionary
Discretionary Company                        Company   Contributions  and
Contribution  was  made                      allocated return thereon
-------------------------------------------------------------------------
Less than 1 Year                             0%
-------------------------------------------------------------------------
1 Year                                       20%
-------------------------------------------------------------------------
2 Years                                      40%
-------------------------------------------------------------------------
3 Years                                      60%
-------------------------------------------------------------------------
4 Years                                      80%
-------------------------------------------------------------------------
5 Years                                      100%
-------------------------------------------------------------------------
Earlier death or Disability of               100%
Participant
-------------------------------------------------------------------------
A successor to the Company terminates        100%
the Plan
-------------------------------------------------------------------------
Within 24 months of the Change in            100%
Control, a successor to the Company
terminates the employment of Participant
without cause or Participant resigns for
Good Reason, as defined in Participant's
Employment Agreement, if any, with the
Company
-------------------------------------------------------------------------

     For example, if a Discretionary Company Contribution was made to a
     Participant at any time during Plan Year 2002, the Participant would become
     vested in 20% of such contribution as of the last day of Plan Year 2003,
     and 40% of such contribution as of the last day of Plan Year 2004, and so
     on.

5.08 Payment of Accounts.

     (a)  Payment Dates for Termination Account. Payment of vested Plan benefits
     held in a Participant's Termination Account (together with any Roll-Over
     Balances from such Participant's In-Service Accounts in accordance with
     Section 5.08(c)) shall commence within 45 days after the end of the month
     in which occurs the earliest of the following events (i) the Participant's
     Termination of Employment, (ii) the Participant's death, (iii) the
     Participant's Disability or (iv) the Participant's termination of
     participation pursuant to Section 7.02 (each a "Termination Triggering
     Event"). Payments shall be based on the vested Account balance valued as of
     the applicable Valuation Dates. The first Valuation Date

                                      -11-

<PAGE>

     shall be the last day of the month in which the Termination Triggering
     Event occurs. If the aggregate vested balance in the Participant's
     Termination Account (together with any Roll-Over Balances from such
     Participant's In-Service Accounts in accordance with Section 5.08(c)) is
     $25,000 or less on the first Valuation Date, the entire remaining vested
     balance will be paid in a single lump sum. If the aggregate vested balance
     in the Participant's Termination Account (together with any Roll-Over
     Balances from such Participant's In-Service Accounts in accordance with
     Section 5.08(c)) exceeds $25,000 on the first Valuation Date, the remaining
     vested balance will be paid in such number of installments (between five
     and twenty) as indicated by the Participant in his or her most recent
     effective Deferral Election Form for the Termination Account; provided,
     however, that upon the Participant's death or termination of participation
     pursuant to Section 7.02, the entire unpaid vested balance in his or her
     Account shall be paid to the Participant's Beneficiary in a single lump sum
     within 45 days after the first Valuation Date. The Valuation Date for each
     installment after the first installment shall be December 31 of the year in
     question. Each installment payment shall be paid within 45 days after the
     applicable Valuation Date, in an amount equal to the Account value as of
     the such Valuation Date divided by the number of remaining installments to
     be paid.

     (b)  Payment Dates for In-Service Accounts. Except as provided in Section
     5.08(c), payment of vested Plan benefits held in a Participant's In-Service
     Account shall be paid in a lump sum within 45 days after the end of the
     month in which the Deferral Termination Date occurs, as indicated in the
     Participant's most recent effective Deferral Election Form for such
     Account. Unless rolled into the Participant's Termination Account as
     provided in Section 5.08(c), payment from a Participant's In-Service
     Account shall be based on the vested Account balance valued as of the last
     day of the month in which the Deferral Termination Date occurs (the
     "Valuation Date").

     (c)  Roll-Over of In-Service Accounts to Termination Account. If a
     Termination Triggering Event with respect to a Participant occurs prior to
     the Deferral Termination Date with respect to an In-Service Account of such
     Participant, the vested balance in such In-Service Account (the "Roll-Over
     Balance") shall automatically be rolled into the Participant's Termination
     Account and paid as provided in Section 5.08(a) in the number of
     installments applicable to the Termination Account. If the Termination
     Triggering Event occurs after a Deferral Termination Date but prior to the
     distribution of the In-Service Account balance, the vested balance of the
     In-Service Account shall be paid in a lump sum as provided in Section
     5.08(b).

     (d)  Accruals During Payment Periods. The unpaid portion of a
     Participant's Account shall continue to receive allocated returns as
     provided in Section 5.04 until the last applicable Valuation Date, but no
     interest or other return will be paid on Account balances between the
     applicable Valuation Dates and payment dates

                                      -12-

<PAGE>

     as provided in Sections 5.08(a).

     (e)  Termination of Eligible Status. Subject to Section 7.02, the
     termination of a Participant's status as a Leader will not, absent
     Termination of Employment, cause a payout of such Participant's Account,
     and such person may continue to defer Compensation into the Plan, but no
     Company Matching Contributions will be made on Compensation deferred while
     he or she is not a Leader. Allocated returns will continue to accrue on
     such person's Account as provided in Section 5.04 and 5.08(b).

5.9  Financial Hardship. The Plan Administrator may, in its sole discretion,
     accelerate the payment to a Participant of an amount reasonably necessary
     to handle a severe financial hardship of a sudden and unexpected nature due
     to causes not within the control of the Participant. Such payment may be
     made even if the Participant has not incurred a Termination of Employment
     and regardless of the number of years he or she has been a Participant. All
     financial hardship distributions shall be made in cash in a lump sum. Such
     payments will be made on a first-in, first-out basis so that the oldest
     Compensation deferred under the Plan shall be deemed distributed first in a
     financial hardship.

5.10 Payment to Minors and Incapacitated Persons. In the event that any amount
     is payable to a minor or to any person who, in the judgment of the Plan
     Administrator, is incapable of making proper disposition thereof, such
     payment shall be made for the benefit of such minor or such person in any
     of the following ways as the Plan Administrator, in its sole discretion,
     shall determine:

          (a)  By payment to the legal representative of such minor or such
               person;

          (b)  By payment directly to such minor or such person;

          (c)  By payment in discharge of bills incurred by or for the benefit
               of such minor or such person. The Plan Administrator shall make
               such payments without the necessary intervention of any guardian
               or like fiduciary, and without any obligation to require bond or
               to see to the further application of such payment. Any payment so
               made shall be in complete discharge of the Plan's obligation to
               the Participant and his or her Beneficiaries.

5.11 Application for Benefits. The Plan Administrator may require a Participant
     or Beneficiary to complete and file certain forms as a condition precedent
     to receiving the payment of benefits, including without limitation a
     consent to participating in any corporate owned life insurance program
     which the Company sponsors. The Plan Administrator may rely upon all such
     information given to it, including the Participant's current mailing
     address. It is the responsibility of all persons interested in receiving a
     distribution pursuant to the Plan to keep the Plan Administrator informed
     of their current mailing addresses.

                                      -13-

<PAGE>

5.12 Designation of Beneficiary. Each Participant from time to time may
     designate any person or persons (who may be designated contingently or
     successively and who may be an entity other than a natural person) as his
     or her Beneficiary or Beneficiaries to whom the Participant's Account is to
     be paid if the Participant dies before receipt of all such benefits. Each
     Beneficiary designation shall be on the form prescribed by the Plan
     Administrator and will be effective only when filed with the Plan
     Administrator during the Participant's lifetime. Each Beneficiary
     designation filed with the Plan Administrator will cancel all Beneficiary
     designations previously filed with the Plan Administrator. The revocation
     of a Beneficiary designation, no matter how effected, shall not require the
     consent of any designated Beneficiary.

                                    ARTICLE 6
                                 FUNDING OF PLAN

6.01 Funding. Plan benefits shall be paid from the general assets of the Company
     or as otherwise directed by the Company. To the extent that any Participant
     acquires the right to receive payments under the Plan (from whatever
     source), such right shall be no greater than that of an unsecured general
     creditor of the Company. Participants and their Beneficiaries shall not
     have any preference or security interest in the assets of the Company other
     than as a general unsecured creditor.

                                    ARTICLE 7
                            AMENDMENT AND TERMINATION

7.01 Plan Amendment and Termination. The Committee reserves the right to modify,
     alter, amend, or terminate the Plan, at any time and from time to time,
     without notice, to any extent deemed advisable; provided, however, that no
     such amendment or termination shall (without the written consent of the
     Participant, if living, and if not, the Participant's Beneficiary)
     adversely affect any benefit under the Plan which has accrued with respect
     to the Participant or Beneficiary as of the date of such amendment or
     termination regardless of whether such benefit is in pay status.

7.02 Early Termination of Participation. Notwithstanding any other provision of
     the Plan, if the Committee determines that the continued participation in
     the Plan by a Participant would jeopardize the unfunded status of the Plan
     under the Employee Retirement Income Security Act of 1974, as amended
     ("ERISA"), the Committee may, in its sole discretion, disallow further
     participation by such Participant, in which event the balance in such
     Participant's Accounts shall be paid to the Participant or his or her
     Beneficiary, as the case may be, in a lump sum within 45 days after the end
     of the month in which such termination occurs.

                                      -14-

<PAGE>

                                    ARTICLE 8
                                CLAIMS PROCEDURE

8.01 Claims Procedure. Accounts shall be paid in accordance with the provisions
     of this Plan. If the Participant or his or her Beneficiary requests payment
     of benefits, and such request is denied in whole or in part, the
     Participant or the designated Beneficiary may request a review of the
     Company's denial of benefits within sixty days of the date the Participant
     or the Beneficiary receives written notice of such denial. If the Company
     again denies the Participant's or the Beneficiary's request for payment of
     benefits, the Company shall provide written notice of the denial of
     benefits to the Participant or the Beneficiary and shall include in such
     notice a claims appeal procedure, all in accordance with Section 503 of the
     ERISA and DOL Regulation Section 2560.503-1 and such procedures are
     incorporated in this Plan by reference.

                                    ARTICLE 9
                                  MISCELLANEOUS

9.01 Headings. The headings and sub-headings in the Plan have been inserted for
     convenience of reference only and are to be ignored in any construction of
     the provisions hereof.

9.02 Spendthrift Clause. None of the benefits, payments, proceeds or
     distributions under the Plan shall be subject to the claim of any creditor
     of any Participant or Beneficiary, or to any legal process by any creditor
     of such Participant or Beneficiary, and none of them shall have any right
     to alienate, commute, anticipate or assign any of the benefits, payments,
     proceeds or distributions under the Plan except to the extent expressly
     provided herein to the contrary.

9.03 Change in Control. The Plan shall not be automatically terminated by the
     Company's acquisition by, merger into, or sale of substantially all of its
     assets to any other organization (a "Change in Control"), but the Plan
     shall be continued thereafter by such successor organization. All rights to
     amend, modify, suspend or terminate the Plan shall be transferred to the
     successor organization, effective as of the date of the Change in Control.
     If the successor terminates the Plan, all Participants shall thereupon
     become 100% vested in their Accounts, including Company Matching
     Contributions, Discretionary Company Contributions and allocated return
     thereon. If within 24 months of the Change in Control a Participant incurs
     a Termination of Employment other than for cause (as determined by the
     employer), such Participant shall thereupon become 100% vested in his or
     her Account, including Company Matching Contributions, Discretionary
     Company Contributions and allocated return thereon.

9.04 Release. Any payment to Participant or Beneficiary, or to their legal
     representatives, in accordance with the provisions of the Plan, shall to
     the extent

                                      -15-

<PAGE>

     thereof be in full satisfaction of all claims hereunder against the
     Committee, the Plan Administrator and the Company, any of whom may require
     such Participant, Beneficiary, or legal representative, as a condition
     precedent to such payment, to execute a receipt and release therefor in
     such form as shall be determined by the Plan Administrator, the Committee,
     or the Company, as the case may be.

9.05 Governing Law. To the extent not governed by federal law, the Plan shall be
     construed in accordance with and governed by the laws of the State of
     Florida.

9.06 Costs of Collection; Interest. In the event the Participant collects any
     part or all of the payments due under the Plan by or through a lawyer or
     lawyers, the Company will pay all costs of collection, including reasonable
     legal fees incurred by the Participant.

9.07 Successors and Assigns. The Plan shall be binding upon the successors and
     assigns of the parties hereto.

     The foregoing is hereby acknowledged as being the PSS World Medical, Inc.
     Leader's Deferral Plan, as adopted by the Compensation Committee of the
     Board of Directors of the Company effective as of July 1, 1999 and amended
     as of July 1, 2000, April 1, 2001, April 1, 2002, and July 1, 2003.

                                          PSS WORLD MEDICAL, INC.


                                          By:       /s/ David A. Smith
                                             ---------------------------------
                                                       David A. Smith
                                               President and Chief Executive
                                                           Officer

                                      -16-