Exhibit 10.4

Certain portions of this
Exhibit have been omitted based upon a request for confidential treatment pursuant to
Rule 406 under the Securities Act of 1933.  The omitted portions have been filed
separately with the Securities and Exchange Commission.

# PSS WORLD MEDICAL, INC. SHAREHOLDER VALUE PLAN

# ARTICLE 1 ESTABLISHMENT OF PLAN

1.1        Background
of Plan. The Shareholder Value Plan is a subplan of the PSS World Medical, Inc. 1999
Long-Term Incentive Plan (the LTIP), consisting of a program for the grant of
performance awards under Article 9 of the LTIP. The Shareholder Value Plan has been
established and approved, and will be administered by, the Compensation Committee
pursuant to the terms of the LTIP, including without limitation, Section 13.13 thereof.
It is intended that Awards under the Shareholder Value Plan shall be fully deductible by
the Company without regard to the limitations of Code Section 162(m). The Effective Date
of the Shareholder Value Plan is October 1, 2002.

1.2        Purpose.
The purpose of the Shareholder Value Plan is to increase Participants economic
interest in the long-term success of the Company, to encourage Participants to continue
employment with the Company, and to reward Participants for achieving long-term goals.
Initially, the Shareholder Value Plan is intended to provide an incentive to executives
of the Company and/or its Subsidiaries to accelerate the creation of shareholder value
through the achievement of the financial performance goals outlined in the Companys
three-year strategic plan (the Strategic Plan) adopted by the Company on
March 27, 2002.

# ARTICLE 2 ADMINISTRATION

2.1        Committee.
The Shareholder Value Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company.

2.2        Authority
of Committee. The Committee has the exclusive power, authority and discretion to: (a)
designate Participants; (b) reduce any SVP Award, regardless of the achievement of
designated Performance Goals; (c) establish, adopt or revise any rules and regulations as
it may deem necessary or advisable to administer the Shareholder Value Plan; (d) make all
other decisions and determinations that may be required under the Shareholder Value Plan
or as the Committee deems necessary or advisable to administer the Shareholder Value
Plan; and (e) amend the Shareholder Value Plan as provided herein.

2.3.       
          Decisions Binding. The Committees interpretation of the Shareholder
          Value Plan and all decisions and determinations by the Committee with respect to
          the Shareholder Value Plan are final, binding, and conclusive on all parties.

# ARTICLE 3 ELIGIBILITY

3.1.       
          General. Participation in the Shareholder Value Plan is limited to key
          executives of the Company who are members of a select group of highly
          compensated or management employees who, through the effective execution of
          their assigned duties and responsibilities, are in a position to have a direct
          and measurable impact on the Companys long-term financial results, and are
          designated by the Committee to be eligible for an SVP Award. Participants shall
          include executives comprising the executive management team of the Company, and
          any other officer of the Company or any Subsidiary as shall be selected to
          participate in the Shareholder Value Plan by the Committee.

3.2.       
          Partial Term Participation. When employees are chosen for participation
          during the Performance Period, the their SVP Award amounts shall be prorated,
          based on the number of full months they participated in the Shareholder Value
          Plan during the applicable Performance Period.

3.3.       
          Demotions. If a Participant is demoted during a Performance Period, the
          Committee will determine whether the Participant shall end participation in the
          Shareholder Value Plan at that time, or shall continue as a Participant, perhaps
          at a reduced level. If participation ends, any SVP Award earned during the time
          of participation will be prorated for the Performance Period, and will be paid
          only if the Participant is still an employee at the time SVP Awards are paid.
          Any such proration shall be based on the number of full months the Participant
          participated in the Shareholder Value Plan during the applicable Performance
          Period.

# ARTICLE 4 DEFINITIONS

4.1        Definitions.
Capitalized terms used herein and not otherwise defined shall have the meanings assigned
such terms in the LTIP. In addition, the following terms shall have the following
meanings for purposes of the Shareholder Value Plan:

| | (a) | Adjusted EPS means diluted earnings per common share as determined
               under Generally Accepted Accounting Principles (GAAP) as reported in the
               Companys financial statements, except that it will exclude the negative
               effect of all nonrecurring charges, extraordinary items, discontinued
               operations, and cumulative effects of accounting changes, unless the Committee
               in its sole discretion determines otherwise.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Beginning Base Salary means a Participants annual base salary,
               excluding bonus and other compensation, as in effect at the beginning of a
               Performance Period (or such later time as the person first becomes a Participant
               in the Shareholder Value Plan).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Cumulative Adjusted EPS means cumulative Adjusted EPS over a
               Performance Period.
| | --- | -------------------------------------------------------------------------------------------------

| | (d) | Payout Matrix means a matrix adopted by the Committee with respect
               to a Performance Period equating a cash SVP Award to the attainment of
               Performance Goals. The Payout Matrix for the initial 30-month Performance Period
               is set forth on Exhibit A hereto.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | Performance Goals are goals established by the Committee with
               respect to a Performance Period that determine whether and to what extent an SVP
               Award is earned for such Performance Period. In accordance with Section 13.13 of
               the LTIP, Performance Goals shall be determined solely on the basis of (a) the
               achievement by the Company or a Parent or Subsidiary of a specified target
               return, or target growth in return, on equity or assets, (b) the Companys
               stock price, (c) the Companys total shareholder return (stock price
               appreciation plus reinvested dividends) relative to a defined comparison group
               or target over a specific performance period, (d) the achievement by a business
               unit of the Company, Parent or Subsidiary of a specified target, or target
               growth in, net income or earnings per share, or (e) any combination of the goals
               set forth in (a) through (d) above. The Performance Goals for the initial
               30-month Performance Period are based on Cumulative Adjusted EPS as, set forth
               on Exhibit A hereto.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | Performance Period means a period established by the Committee from
               time to time over which performance will be measured to determine the payout of
               SVP Awards. The initial Performance Period under the Shareholder Value Plan is
               the 30-month period beginning on October 1, 2002 and ending on March 31, 2005.
               The Committee may determine and declare subsequentPerformance Periods
               from time to time. Performance Periods may, but need not, overlap.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) | SVP Award means a cash award payable to a Participant in the
               Shareholder Value Plan based on the achievement of threshold performance or
               better during a Performance Period.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h) | Target SVP Award means an SVP Award established by the Committee
               from time to time with respect to a Performance Period based on
               target performance.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# ARTICLE 5 OPERATION OF THE PLAN

5.1        Target
SVP Awards.The Target SVP Award for a Participant for the initial 30-month
Performance Period is three times the Participants Beginning Base Salary times an
Award factor derived from the Participants officer level at the beginning of the
Performance Period (or such later time as the person first becomes a Participant in the
Shareholder Value Plan), as set forth on Exhibit A hereto. The Committee may
establish different Target SVP Awards for future Performance Periods.

5.2        Performance
Goals and Payout Matrix. The Performance Goals and Payout Matrix applicable to the
initial 30-month Performance Period are based on Cumulative Adjusted EPS over the
Performance Period, as set forth on Exhibit A hereto. The Committee may establish
different Performance Goals and Payout Matrices for future Performance Periods. The
Committee shall establish Performance Goals prior to the beginning of a Performance
Period for which such Performance Goals relate (or such later date as may be permitted
under Code Section 162(m) or the regulations thereunder).

5.3        Determination
of Performance Results. As soon as reasonably possible after the close of the fiscal
quarter or year marking the end of a Performance Period, the Committee will determine and
certify in writing the degree to which the Performance Goals have been attained. The
Committee shall have the sole authority to determine to what the extent the Performance
Goals have been attained. Any payment of an SVP Award shall be conditioned on the written
certification of the Committee in each case that the Performance Goals and any other
material conditions were satisfied. The Committee has the right for any reason to reduce
(but not increase) the amount of an SVP Award, notwithstanding the achievement of a
specified Performance Goal.

5.4        Payout
Form and Timing. SVP Awards will be paid in cash as soon as possible after the
certification by the Committee of the amount of the SVP Awards based on the achievement
of Performance Goals over the Performance Period. Notwithstanding the achievement of a
Performance Goal, the Committee may, in its discretion, reduce the amount of an SVP Award
otherwise payable to one or more Participants under the Shareholder Value Plan.

5.5        SVP
Award Deferrals.On or before the beginning of the final year of a Performance
Period, a Participant who is eligible to participate in a deferred compensation plan of
the Company may elect to defer receipt of his or her SVP Award, if any, with respect to
such Performance Period under such deferred compensation plan. Any amount so deferred
will be governed by the terms of the applicable deferred compensation plan.

5.6.       Performance
Period Limit. As provided in Section 5.4 of the LTIP, in no           event shall any
Participant receive an SVP Award for a Performance Period which           exceeds
$3,000,000.

5.7        Termination
of Employment. If a Participant ceases being an employee of the Company or any
Subsidiary for any reason other than death, Disability, or Retirement, then his or her
participation in the Shareholder Value Plan shall automatically be terminated and the
Participant will forfeit any right to an SVP Award for the Performance Period in which
the termination of employment occurs; provided, however that the Committee may make
exceptions on a case-by-case basis in its sole discretion in the case of a Participants
termination without Cause or resignation for Good Reason (as the terms Causeand
Good Reason are defined in the Participants Employment Agreement with
the Company, if any). For terminations after a Performance Period, but before payout from
the Shareholder Value Plan, payout will be made as though the termination had not
occurred. A Participants transfer of employment from the Company to one of its
Subsidiaries, from a Subsidiary to the Company, or from one Subsidiary to another
Subsidiary shall not constitute a termination of employment for purposes of the
Shareholder Value Plan. In the event of a Participants termination of employment by
reason of death, Disability or Retirement (or if so provided by the Committee in the case
of a Participants termination without Cause or resignation for Good Reason), a
prorata SVP Award shall be made, based on the number of days in the Performance Period
preceding the date of termination. SVP Awards in these situations may be calculated and
paid after the end of the Performance Period, the same as for other Participants. Amounts
paid on behalf of a deceased Participant will be paid to the Participants
Beneficiary.

5.8        Change
in Control. Notwithstanding any provision to the contrary herein or in the LTIP, upon
the occurrence of a Change in Control, all Performance Periods shall end as of the last
day of the fiscal quarter ended prior to or on the date of the Change in Control. All SVP
Awards shall be deemed earned and will be paid out in an amount equal to the product of
(i) either (A) the Target SVP Award or (B) if the Cumulative Adjusted EPS through such
last day of the fiscal quarter ended prior to or on the date of the Change in Control
exceeds targeted Cumulative Adjusted EPS as of that date (as reflected in the Strategic
Plan for fiscal years 2003-2005) by at least 4.35%, the Maximum SVP Award, times (ii) a
fraction, the numerator of which is the number of full months that have elapsed from the
beginning of the Performance Period to the date of the Change in Control, and the
denominator of which is number of full months in the original Performance Period. Payment
of SVP Awards shall be made within 120 days after the Change in Control transaction has
been completed.

# ARTICLE 6 AMENDMENT,
MODIFICATION AND TERMINATION

6.1.       
          Amendment, Modification and Termination. The Committee may, at any time
          and from time to time, amend, modify or terminate the Shareholder Value Plan.
          The Committee may condition any amendment or modification on the approval of
          shareholders of the Company if such approval is necessary or deemed advisable
          with respect to tax, securities or other applicable laws, policies or
          regulations.

6.2        Termination
After or During the Performance Period. Termination of the Shareholder Value Plan
after a Performance Period but before SVP Awards are made will not reduce Participants rights
to receive SVP Awards for the Performance Period. Termination or amendment of the
Shareholder Value Plan during a Performance Period may be retroactive to the beginning of
the Performance Period, at the discretion of the Committee. If any amendment or
termination occurs during a Performance Period, the Committee shall determine when and to
what extent SVP Awards shall be paid for the portion of the Performance Period preceding
the amendment or termination.

# ARTICLE 7 CHANGES IN CAPITAL
STRUCTURE

7.1.       
          Adjustments. If, during a Performance Period, the Companys
          structure should be materially altered by virtue of a reorganization,
          recapitalization, stock split, stock dividend, combination of shares, rights
          offer, liquidation, dissolution, merger, consolidation, spin-off or sale of
          assets, or any other change in or affecting the corporate structure or
          capitalization of the Company, which does not constitute a Change in Control,
          the Committee may redefine the Performance Matrix or adjust the Performance
          Period, to reflect the impact of such change. The nature of any such adjustment
          shall be to protect the purpose and integrity of the Shareholder Value Plan,
          reducing the potential for windfall gains or losses for Participants.

# ARTICLE 8 GENERAL PROVISIONS

8.1.       
          Nonassignability. Participant rights under the Shareholder Value Plan may
          not be transferred, assigned, pledged or encumbered, without the express prior
          consent of the Committee.

8.2.       
          No Right to Participate. No officer or employee shall have any right to
          be selected to participate in the Shareholder Value Plan.

8.3.       
          No Right to Employment. Nothing in the Shareholder Value Plan shall
          interfere with or limit in any way the right of the Company or any Subsidiary to
          terminate any Participants employment at any time, nor confer upon any
          Participant any right to continue in the employ of the Company or any Subsidiary
          or at any particular rate of compensation.

8.4.       
          Withholding. In accordance with Section 16.3 of the LTIP, the Company or
          any Subsidiary shall have the authority and the right to deduct or withhold, or
          require a Participant to remit to the Company, an amount sufficient to satisfy
          federal, state, and local taxes (including the Participants FICA
          obligation) required by law to be withheld with respect to any taxable event
          arising as a result of the Shareholder Value Plan.

8.5.       
          Unfunded Status of Awards. The Shareholder Value Plan is intended to be
          an unfunded plan for incentive and deferred compensation. With
          respect to any payments not yet made to a Participant pursuant to the
          Shareholder Value Plan, nothing contained in the Shareholder Value Plan shall
          give the Participant any rights that are greater than those of a general
          creditor of the Company or any Subsidiary.

8.6.           Expenses.
The expenses of administering the Shareholder Value Plan shall           be borne by the
Company and its Subsidiaries.

8.7.       
          Titles and Headings. The titles and headings of the Sections in the
          Shareholder Value Plan are for convenience of reference only, and in the event
          of any conflict, the text of the Shareholder Value Plan, rather than such titles
          or headings, shall control.

8.8.       
          Gender and Number. Except where otherwise indicated by the context, any
          masculine term used herein also shall include the feminine; the plural shall
          include the singular and the singular shall include the plural.

8.9.       
          Governing Law. To the extent not governed by federal law, the Shareholder
          Value Plan shall be construed in accordance with and governed by the laws of the
          State of Florida.

8.10        Severability.If
any provision of this Shareholder Value Plan is held to be illegal, invalid, or
unenforceable under present or future laws effective during the term hereof, the
remaining provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision. Furthermore, in lieu of such
illegal or unenforceable provision, there shall be added automatically as a part of this
Shareholder Value Plan a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and still be legal, valid and enforceable.

8.11        LTIP
Controls. This Shareholder Value Plan is adopted pursuant to and shall be governed by
and construed in accordance with the LTIP. In the event of any actual or alleged conflict
between the provisions of the LTIP and the provisions of this Shareholder Value Plan, the
provisions of the LTIP shall be controlling and determinative.

The
foregoing is hereby acknowledged as being the PSS World Medical, Inc. Shareholder Value
Plan as adopted by the Committee on December 12, 2002.

| |                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------
| | PSS WORLD MEDICAL, INC.
 By:   _____________________________         
        David A. Smith
        President and Chief Executive Officer

# EXHIBIT A

# TARGET AWARDS,
PERFORMANCE GOALS AND PAYOUT MATRIX

# For the 30-month
Performance Period from October 1, 2002 to March 31, 2005

The
Target SVP Award for the initial Performance Period under the Shareholder Value Plan is an
amount calculated as three times the Participants Beginning Base Salary times an
Award factor (Award Factor) derived from the Participants officer level
at the beginning of the Performance Period (or such later time as the person first becomes
a Participant in the Shareholder Value Plan). The following are the Award Factors to be
used under the Shareholder Value Plan with respect to the initial Performance Period:

|Officer Level | Award Factor
|------------- | ------------
|I             | 40          
|Div. Pres     | 38          
|II            | 35          
|III           | 34          
|IV            | 33          

Participants
have the opportunity to earn from 50% to 150% of the Target SVP Award, based on the
achievement of Performance Goals. The Performance Goals and Payout Matrix applicable to
the initial 30-month Performance Period are based on Cumulative Adjusted EPS over the
Performance Period, as set forth below:

|                      | Cumulative Adjusted EPS* | % of Target SVP Award Earned
|--------------------- | ------------------------ | ----------------------------
|                      | $[***]                  | 0%                          
|Threshold Performance | $[***]                   | 50%                         
|Target Performance    | $[***]                   | 100%                        
|Maximum Performance   | $[***]                   | 150%                        
|                      | >$[***]                  | 150%                        

Interpolation
between points will be made on a straight line basis. Thus, Cumulative Adjusted EPS growth
of $[***] will earn 120% of the Target Award. 150% of the Target SVP Award is the maximum
payout.

*The
Strategic Plan for fiscal years 2003-2005 establishes a target cumulative Adjusted EPS of
$[***] over the 36-month period. The Target Performance of $[***] for the initial 30-month
Performance Period reflects that Cumulative Adjusted EPS for the first and second quarters
of fiscal year 2003 was $0.10.