PSS WORLD MEDICAL, INC. DIRECTORS' DEFERRED COMPENSATION PLAN

1.1

Background of Plan . PSS World Medical, Inc. (the “Company”) maintains the PSS World Medical, Inc. Directors’ Deferred Compensation Plan (the “Plan”), which became effective January 1, 2004 (the “Original Effective Date”). The Plan is hereby amended and restated to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), effective as of January 1, 2009.

1.2

Purpose . The purpose of the Plan is to provide non-employee Directors with an opportunity to defer receipt of their annual retainer, meeting fees, and other cash compensation. The Plan is not intended to meet the qualification requirements of Section 401(a) of the Internal Revenue Code, and will not be subject to ERISA because it will not be offered to employees of the Company. The Plan is intended to comply with, and shall be construed so as to provide for deferrals and benefits that are consistent with the requirements of, Code Section 409A.

2.1

Account Balance . Account Balance means the total value of all the Investment Options in which Participant deferrals have been Deemed Invested as of a specific date, taking into account the value of all distributions from that Account to the specific date.

2.2

Allocation Election . Allocation Election means a choice by a Participant of one or more Investment Options, and the allocation among them, in which future Participant deferrals are Deemed Invested for purposes of determining earnings in the Deferred Compensation Account.

2.3

Allocation Election Form . Allocation Election Form means the form (or Website screen) approved by the Plan Administrator on which the Participant makes or modifies an Allocation Election.

2.4

Annual Valuation Date . Annual Valuation Date shall mean the anniversary of the Termination Valuation Date utilized to determine the amount of an annual installment payment.

2.5

Beneficiary . Beneficiary means a natural person, estate, or trust designated by a Participant on the form designated by the Plan Administrator to receive benefits to which a Beneficiary is entitled under and in accordance with provisions of the Plan. The Participant’s estate shall be the Beneficiary if:

(a)

the Participant has not designated a natural person or trust as Beneficiary, or

(b)

the designated Beneficiary has predeceased the Participant.

2.6

Change in Control . Change in Control means the occurrence of: (a) any merger or consolidation in which the Company is not the surviving corporation and which results in the holders of the outstanding voting securities of the Company (determined immediately prior to such merger or consolidation) owning less than a majority of the outstanding voting securities of the surviving corporation (determined immediately following such merger or consolidation), (b) any sale or transfer by the Company of all or substantially all of its assets, or (c) any tender offer or exchange offer for or the acquisition, directly or indirectly, by any person or group of all or a majority of the then-outstanding voting securities of the Company.

2.7

Chief Executive Officer . Chief Executive Officer means the individual who performs the functions of a Chief Executive Officer for the Company.

2.8

Code . Code means the Internal Revenue Code of 1986, as amended from time to time.

2.9

Code Section 409A . Section 409A of the Internal Revenue Code of 1986, as amended from time to time, and includes a reference to the underlying Treasury regulations and guidance under such Code Section.

2.10

Company . Company means PSS World Medical, Inc.

2.11

Compensation . Compensation shall mean, for purposes of this Plan, cash remuneration paid to a Director in connection with his or her services as an outside Director with the Company including, without limitation, annual retainers, meeting fees, and other Directors’ fees, and any equity based compensation (if any) approved by the Plan Administrator as Compensation for purposes of this Plan.

2.12

Compensation Deferral Agreement . Compensation Deferral Agreement shall mean the deferral election form, or such other forms furnished by the Plan Administrator (or screens on the Participant Website approved by the Plan Administrator), on which a Participant elects: (a) the amount of deferral and type of Compensation to be deferred beginning the first day of the following Plan Year; and (b) the Form of Payment elections for Termination Benefits. The Allocation Election Form may be part of the Compensation Deferral Agreement, in the discretion of the Plan Administrator.

2.13

Death Benefit . Death Benefit shall mean a distribution of the total amount of the Participant’s Deferred Compensation Account Balance to the Participant’s Beneficiary(ies) in accordance with Article V of the Plan.

2.14

Deemed Investment . A Deemed Investment (or “Deemed Invested”) shall mean the notional conversion of a dollar amount of deferred Compensation credited to a Participant’s Deferred Compensation Account into shares or units (or a fraction of such measures of ownership, if applicable) of the underlying investment (e.g. mutual fund or other investment) which is referred to by the Investment Option(s) selected by the Participant. The conversion shall occur as if shares (or units) of the designated investment were being purchased (or sold, for a distribution) at the purchase price as of the close of business of the day on which the Deemed Investment occurs. At no time shall a Participant have any real or beneficial ownership in the actual investment to which the Investment Option refers, irrespective of whether such a Deemed Investment is mirrored by an actual identical investment by the Company or a trustee acting on behalf of the Company.

2.15

Deferred Compensation Account . A Participant’s Deferred Compensation Account (or “Account”) shall mean a record maintained by the Plan Administrator of all Participant deferrals and Deemed Investments thereof minus any withdrawals and distributions from said Account. The Account shall be a bookkeeping account utilized solely as a device for the measurement of amounts to be paid to the Participant under the Plan. The Account, and all Sub-Accounts, shall not constitute or be treated as an escrow, trust fund, or any other type of funded account for Code purposes and, moreover, amounts credited thereto shall not be considered “plan assets”.

2.16

Deferred Compensation Committee . Deferred Compensation Committee (or “Committee”) means a committee of at least three (3) officers of the Company appointed by the Compensation Committee of the Board or the Chief Executive Officer, who shall serve until the earlier of termination of service or appointment of a replacement by the Compensation Committee of the Board or the Chief Executive Officer.

2.17

Director . Director shall mean for purposes of this Plan a non-employee independent contractor serving as a member of the Board of Directors of the Company.

2.18

Effective Date . The Plan was originally effective January 1, 2004. This amended and restated Plan is effective January 1, 2009.

2.19

Investment Option . Investment Option shall mean a security or other investment such as a mutual fund, life insurance sub-account, or other investment approved by the Plan Administrator for use as part of an Investment Option menu, which a Participant may elect as a measuring device to determine Deemed Investment earnings (positive or negative) to be valued in the Participant’s Account or Sub-Account. The Participant has no real or beneficial ownership in the security or other investment represented by the Investment Option.

2.20

Participant . Participant means a Director who has elected to defer Compensation in accordance with the Plan in any Plan Year.

2.21

Plan . Plan means the PSS World Medical, Inc. Directors’ Deferred Compensation Plan as documented herein and as may be amended from time to time hereafter.

2.22

Plan Administrator . Plan Administrator shall mean a person or persons appointed by the Deferred Compensation Committee who is responsible for the day-to-day decision making, record keeping, and administration of the Plan; provided, that the Plan Administrator may delegate duties of the Plan Administrator to employees or others to assist in the administration of the Plan.

2.23

Plan Year . Plan Year means January 1 through December 31 each year.

2.24

Separation from Service . A Separation from Service occurs when a Participant incurs a “separation of service” within the meaning of Code Section 409A.

2.25

Sub-Account . Sub-Account shall mean a portion of the Deferred Compensation Account maintained separately by the Plan Administrator in order to properly administer the Plan.

2.26

Termination Benefit . Termination Benefit shall mean the Participant’s Deferred Compensation Account Balance distributed in accordance with Article V of the Plan.

2.27

Termination Valuation Date . Termination Valuation Date shall mean the last day of the calendar month in which Separation from Service occurs.

3.1

Eligibility and Participation . Each Director shall be eligible to participate in this Plan upon his or her election or appointment as a Director.

3.2

Duration . Once a Director becomes a Participant, such Director shall continue to be a Participant so long as he or she is entitled to receive benefits hereunder, notwithstanding any subsequent Separation from Service.

3.3

Revocation of Future Participation . Notwithstanding the provisions of Section 3.2, the Committee may revoke such Participant’s eligibility to make future deferrals under this Plan to be effective as of the January 1 ^st following such revocation. Such