SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2008

EXHIBIT 10.3

HENRY SCHEIN, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2008

This Plan was originally established, effective as of January 1, 1994, and was amended and restated effective as of February 9, 1998 and March 1, 2005, to provide deferred compensation to a select group of management and highly compensated employees of Henry Schein, Inc. and certain Associated Companies (as defined herein). This Plan was previously amended and restated effective as of January 1, 2008 is now being amended and restated for the second time effective as of January 1, 2008 as set forth herein.

(a)        “Account” means the sum of the Participant’s Deferral Account and the Legacy Account.

(b)        “Associated Company” means such corporations and other entities presently or in the future existing, which are (a) members of the controlled group which includes the Company or are under common control with the Company, as such terms are defined in Section 414 of the Code, but only during such period as such corporations or entities are members of the controlled group which includes the Company or are under common control with the Company; and (b) any other entity required to be aggregated with the Company pursuant to Section 414(m) or (o) of the Code, but only during the period the entity is required to be so aggregated. Notwithstanding the foregoing, with respect to the Legacy Account (formerly known as the ESOP Supplemental Account), Associated Company means any entity described above and any corporation which is a member of the same controlled group of corporations with the Company, as defined in Section 409(l)(4) of the Code.

(c)        “Base Compensation” means the salary paid during a Plan Year (or, if shorter, that portion of this Plan Year during which an individual is a Participant) by an Employer to a Participant for services rendered, excluding commissions, bonuses, overtime, shift differential payments, unused sick/personal days or vacation days and gratuities; provided, however , that Base Compensation with respect to a Participant who is a “field sales representative” shall mean the Participant’s draw during a Plan Year (or, if shorter, that portion of this Plan Year during which an individual is a Participant) by an Employer to a Participant for services rendered. Base Compensation shall exclude the profit realized on the exercise of stock options or on the sale of stock acquired under stock options, gains from the exercise of stock appreciation rights, payments under a nonqualified deferred compensation plan, income imputed on below market loans, financial or tax planning, housing allowances, schooling allowances, income or excise tax equalization, and income from cashing out of stock options or stock appreciation rights, imputed income from the use of a company automobile, amounts received under an employee award program (without regard to whether or not an amount is paid in cash), moving expenses and relocation allowances. Base Compensation shall not include any amounts paid or accrued to a Participant as severance pay, or as a contribution to this Plan or any other profit-sharing plan, pension plan, welfare plan, group insurance plan, deferred compensation plan or any other

employee benefit plan maintained by the Employer, except that Base Compensation shall include salary reduction contributions to a plan established by the Employer under Code Sections 401(k), 125 or 132.

(d)        “Beneficiary” means the person or persons (if any) specified by the Participant in a written election filed with the Committee to receive his or her Benefit under this Plan in the event of the Participant’s death. If no such designation is made under this Plan, “Beneficiary” means the person or persons designated by a Participant under the Qualified Plan.

(e)        “Benefit” means the benefit payable under this Plan, which shall be payable in a single lump sum cash payment.

(i)         “Committee” means the committee, if any, appointed by the Board to administer this Plan on its behalf. If no committee is appointed, the Board shall be deemed to be the Committee.

(j)         “Company” means Henry Schein, Inc. and any successor by merger, consolidation, purchase or otherwise.

(k)        “Company Stock Fund” means a notional investment which is intended to provide substantially similar results to the earnings and losses that would be accrued by an investment in the common stock of the Company, $.01 par value, subject to adjustments in such common stock for changes in the Company’s capital structure as determined by the Committee in its sole discretion.

(l)         “Deferral Account” means the Participant’s bookkeeping account that is credited with contributions by the Employer pursuant to the terms hereof, and is adjusted for any Deferral Account Earnings thereon.

(m)       “Deferral Account Earnings” means, for any Plan Year, a book-entry amount to be credited as earnings or losses to a Participant’s Deferral Account equal to the earnings or losses that would accrue if:

(n)        “Disabled” means that a Participant is disabled within the meaning of Code Section 409A(a)(2)(C) and the guidance issued thereunder.

(o)        “Earnings” means, for any Plan Year, the sum of the book-entry amounts reflecting: (i) Deferral Account Earnings, and (ii) Legacy Account Earnings, provided that any Earnings credited prior to the Restatement Date shall be determined in accordance with the terms of this Plan then in effect.

(p)        “Eligible Employee” means a Top Hat Employee of an Employer whose Base Compensation exceeds Recognized Compensation.

(q)        “Employee” means any common law employee of an Employer. The term Employee excludes an agent and independent contractor.

(r)         “Employer” means the Company and any Associated Company which is approved as a participating employer hereunder by the Board.

(s)        “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(t)         “ESOP Supplemental Account” means the portion of the Participant’s account under this Plan prior to the Restatement Date with respect to contributions of Company common stock by the Employer that were specifically allocated to the ESOP Supplemental Account under this Plan as in effect prior to April 1, 1998, plus any earnings and losses on such contributions.

(u)        “Forfeiture” means in the event a Participant incurs a Termination of Employment, any portion of the Participant’s Account to which the Participant is not then vested pursuant to Sections 4(a) or (b) hereof shall be forfeited.

(v)        “Investment Funds” means each of the investment funds available for notional investments under this Plan other than the Company Stock Fund, as determined by the Committee in its sole discretion.

(w)       “Legacy Account” means, in the aggregate, each of the Participant’s accounts formerly known as the ESOP Supplemental Account, the Matching Contribution Supplemental Account and the Profit Sharing Supplemental Account that were credited with book-entry amounts reflecting contributions made to this Plan prior to the Restatement Date, as adjusted for any Legacy Account Earnings thereon.

(x)        “Legacy Account Earnings” means, for any Plan Year, a book-entry amount to be credited as earnings or losses to a Participant’s Legacy Account equal to the earnings and losses that would be accrued by the Participant’s Legacy Account if the Participant’s Legacy Account were invested as follows:

in the Company Stock Fund; and (B) sixty percent (60%) of the Participant’s Matching Contribution Supplemental Account were invested ratably in each of the Investment Funds.

(y)        “Matching Contribution Supplemental Account” means the portion of the Participant’s account under this Plan prior to the Restatement Date with respect to matching contributions by the Employer, plus any earnings and losses on such contributions.

(z)        “Normal Retirement Date” means the day on which a Participant attains age sixty-five (65) while employed by the Employer. 

(aa)      “Participant” means any Eligible Employee who shall have become a Participant in this Plan in accordance with the provisions of Section 2 hereof, and whose participation shall not have ceased or whose Account has not be distributed.

(bb)      “Plan” means the Henry Schein, Inc. Supplemental Executive Retirement Plan, as amended from time to time.

(dd)      “Profit Sharing Supplemental Account” means the portion of the Participant’s account under this Plan prior to the Restatement Date with respect to profit sharing contributions by the Employer, plus any earnings and losses on such contributions.

(ee)      “Qualified Plan” means the Henry Schein, Inc. 401(k) Savings Plan, as amended and restated effective as of January 1, 1997, as amended from time to time.

(ff)       “Recognized Compensation” means the dollar limitation pursuant to Section 402(g) of the Code for this Plan Year divided by seven percent (7%), or such other percentage determined by the Committee in its sole discretion.

(hh)      “Specified Employee” means a Participant who is a “specified employee” within the meaning of such term under Section 409A of the Code (and the guidance issued thereunder) and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Section 409A of the Code.

(ii)        “Termination of Employment” means termination of employment as an Employee of the Company and all Associated Companies for any reason whatsoever, including, but not limited to, death, retirement, resignation or firing (with or without cause), provided that such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code (and the guidance issued thereunder).

(jj)        “Top Hat Employee” means an Employee who is a member of a select group of management or highly compensated employees of the Employer who may participate in a plan within the meaning of Sections 201, 301(a)(3), and 401(a)(1) of ERISA.

(kk)      “Year of Service” means a period of twelve (12) consecutive calendar months during which an Employee completes at least one Hour of Service (as defined in the Qualified Plan) in each consecutive calendar month.

To the extent not inconsistent with the foregoing definitions and the terms hereof, any defined term used in this Plan shall have the same meaning as in the Qualified Plan.

(a)       An Eligible Employee shall become a Participant in this Plan on the first day of the calendar quarter following the Participant’s completion of a Year of Service, provided that he or she is an Eligible Employee on such date.

(b)       An Employee shall cease to be an active Participant hereunder once he ceases to be an Eligible Employee. A Participant who ceases to be an Eligible Employee, but whose Account has not been distributed, shall be treated as a “frozen Participant” and shall not be eligible to receive further book-entry contributions to his or her Deferral Account. A “frozen Participant’s” Account shall continue to be adjusted for Earnings under Section 3 until such Account is distributed in accordance with Section 5.

(c)       A “frozen Participant” who is reemployed as an Eligible Employee and whose reparticipation is approved by the Committee shall become an active Participant as of the date of his or her reemployment.

(a)       The Employer shall make a book-entry contribution to the Deferral Account of each Participant, equal to (i) the amount by which the Participant’s Base Compensation exceeds Recognized Compensation multiplied by (ii) seven percent (7%), or such other percentage determined by the Committee in its sole discretion; provided that such other contribution percentage shall be established prior to the first day of the applicable Plan Year. A Participant’s Account shall be credited on September 30 ^th immediately following the Plan Year with respect to which the contribution is earned (or at least annually as of any date determined by the Committee in its sole discretion). No contribution will be made for any Participant unless the Participant is employed by the Employer on the date such amount is to be credited. Notwithstanding the foregoing, a Participant’s Deferral Account shall be credited with a contribution with respect to the Plan Year of the Participant’s retirement at or after the Normal Retirement Date, death or Disability.

(b)       A Participant’s Account shall be adjusted for Earnings as of December 31 of each calendar year or at least annually as of any date determined by the Committee in its sole discretion; provided that if the Participant’s death, Termination of Employment or a Change in

Control has occurred in a calendar year, the adjustment for such calendar year will occur as of the date of death, Termination of Employment or Change in Control.

(c)       Notwithstanding anything herein to the contrary, the Employer shall account for the portion of a Participant’s Benefit that was earned and vested a