<PAGE>

                                                                 EXHIBIT 10.4(C)

                                THE CORPORATEPLAN
                               FOR RETIREMENT/SM/

                          (PROFIT SHARING/401(K) PLAN)

                            A FIDELITY PROTOTYPE PLAN


                   Non-Standardized Adoption Agreement No. 001
                                  For use With
                       Fidelity Basic Plan Document No. 07


The CORPORATEplan for RETIREMENT/SM/, Basic Plan Document No. 07, and related
Adoption Agreements has not yet received approval from the Internal Revenue
Service for use as a prototype plan. The CORPORATEplan for RETIREMENT/SM/ was
submitted in April of 1998 to the Internal Revenue Service as a minor modifier
to Fidelity Basic Plan Document No. 14. The document is considered an
individually-designed plan until it is approved by the Internal Revenue Service.
Revisions to the Basic Plan Document and/or Adoption Agreement may be required
by the Internal Revenue Service as part of the approval process. If revisions
are required, the approved document will be distributed to adopting employers
and must be re-executed by them within a specified time period.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

<PAGE>

                               ADOPTION AGREEMENT
                                    ARTICLE 1
                   NON-STANDARDIZED PROFIT SHARING/401(K) PLAN


1.01  PLAN INFORMATION
      ----------------

      (a)   Name of Plan:

            This is the Moore Medical Corn. Capital Accumulation Plan (the
                        ---------------------------------------------
            "Plan")

      (b)   Type of Plan:

            (1) |_| 401(k) Only

            (2) [X] 401(k) and Profit Sharing

            (3) |_| Profit Sharing Only

      (c)   Administrator Name (i not the Employer):

            --------------------------------------------------------------------
            Address:
                                  ----------------------------------------------

                                  ----------------------------------------------
            Telephone Number:
                                  ----------------------------------------------

            The Administrator is the agent for service of legal process for the
            Plan.

      (d)   Plan Year End (month/day):    12/31
                                          -----

      (e)   Three Digit Plan Number:      003
                                          ---


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                        1

<PAGE>

      (f)   Limitation Year (check one):

            (1) |_| Calendar Year

            (2) [X] Plan Year

            (3) |_| Other: _______________________

      (g)   Plan Status (check appropriate box(es)):

            (1) |_| New Plan Effective Date: _________________

            (2) [X] Amendment Effective Date: 11/1/2001
                                              ---------

                  This is (check one):

                  (A) |_| an amendment of The CORPORATEplan for RETIREMENT/SM/
                          Basic Plan Document No. 07 Adoption Agreement
                          previously executed by the Employer; or

                  (B) [X] a conversion to The CORPORATEplan for RETIREMENT/SM/
                          Basic Plan Document No. 07.

                        The original effective date of the Plan: 2/28/1966
                                                                 ---------

                        The substantive provisions of the Plan shall apply prior
                        to the Amendment Effective Date to the extent required
                        by the Internal Revenue Code, as specifically provided
                        in the Basic Plan Document.

            (3) |_| Special Effective Dates - Certain provisions of the Plan
                    shall be effective as of a date other than the date
                    specified above. Please complete the Special Effective
                    Dates Addendum to the Adoption Agreement indicating the
                    affected provisions and their effective dates.

            (4) |_| Plan Merger Effective Dates. Please complete the Special
                    Effective Dates Addendum to the Adoption Agreement
                    indicating the plan(s) that have merged into the Plan
                    and the effective date(s) of such merger(s).


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                        2

<PAGE>

1.02  EMPLOYER
      --------

      (a)   Employer Name:     Moore Medical Corp.
                               -------------------------------------------------
            Address:           389 John Downey Drive
                               -------------------------------------------------
                               New Britain, CT 06050
                               -------------------------------------------------
            Contact's Name:    Ms. Cindy Melo
                               -------------------------------------------------
            Telephone Number:  (860) 826-3615
                               -------------------------------------------------

            (1)   Employer's Tax Identification Number:  22-1897821
                                                         -----------------------

            (2)   Employer's fiscal year end:   The closest Saturday to 12/31
                                                -----------------------------

            (3)   Date business commenced:   1/1/1948
                                             --------

      (b)   The term "Employer" includes the following Related Employer(s) (as
            defined in Subsection 2.01(rr)) (list each participating Related
            Employer and its Employer Tax Identification Number):

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

1.03  TRUSTEE

      (a)    Trustee Name:   Fidelity Management Trust Company
             Address:        82 Devonshire Street
                                   Boston, MA 02109


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                        3

<PAGE>

1.04  COVERAGE

      All Employees who meet the conditions specified below shall be eligible to
      participate in the Plan:

      (a)   Age Requirement (check one):

            (1)   [X]   no age requirement.

            (2)   |_|   must have attained age: _____ (not to exceed 21).

      (b)   Eligibility Service Requirement

            (1)   Eligibility to Participate in Plan (check one):

                  (A)   |_|   no Eligibility Service requirement.

                  (B)   [X]   1 (not to exceed 11) months of Eligibility Service
                              -
                              requirement (no minimum number Hours of Service
                              can be required).

                  (C)   |_|   one year of Eligibility Service requirement (at
                              least 1,000 Hours of Service are required during
                              the Eligibility Computation Period).

                  (D)   |_|   two years of Eligibility Service requirement (at
                              least 1,000 Hours of Service are required during
                              each Eligibility Computation Period) (Do not
                              select if Option 1.01 (b) (1), 401(k) Only, is
                              checked, unless a different Eligibility Service
                              requirement applies to Deferral Contributions
                              under Option 1.04(b) (2)).

                        Note: If the Employer selects the two year Eligibility
                        Service requirement, then contributions subject to such
                        Eligibility Service requirement must be 100% vested when
                        made.

            (2)   |_|   Special Eligibility Service requirement for Deferral
                        Contributions and/or Matching Employer Contributions:

                  (A)   The special Eligibility Service requirement applies to
                        (check the appropriate box(es)):

                        (i)   |_|   Deferral Contributions.

                        (ii)  |_|   Matching Employer Contributions.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                        4

<PAGE>

                  (B)   The special Eligibility Service requirement is: _______
                        (Fill in (A), (B), or (C) from Subsection 1.04(b)( 1)
                        above).

      (c)   Eligible Class of Employees (check one):

            Note: The Plan may not cover employees who are citizens of Puerto
            Rico. These employees are automatically excluded from the eligible
            class, regardless of the Employer's selection under this Subsection
            1.04(c).

            (1)   |_|   includes all Employees of the Employer.

            (2)   [X]   includes all Employees of the Employer except for (check
                        the appropriate box(es)):

                  (A)   |_|   employees covered by a collective bargaining
                              agreement.

                  (B)   |_|   Highly Compensated Employees as defined in Code
                              Section 414(q).

                  (C)   |_|   Leased Employees as defined in Subsection
                              2.0l(cc).

                  (D)   |_|   nonresident aliens who do not receive any earned
                              income from the Employer which constitutes United
                              States source income.

                  (E)   [X]   other: Casual Employees

                        Note: No exclusion in this Subsection 1.04(c) may create
                        a discriminatory class of employees. An Employer's Plan
                        must still pass the Internal Revenue Code coverage
                        requirements if one or more of the above groups of
                        Employees have been excluded from the Plan.

      (d)   The Entry Dates shall be (check one):

            (1)   |_|   immediate upon meeting the eligibility requirements
                        specified in Subsections 1.04(a), (b), and (c).


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                        5

<PAGE>

            (2)   |_|   the first day of each Plan Year and the first day of the
                        seventh month of each Plan Year.

            (3)   |_|   the first day of each Plan Year and the first day of the
                        fourth, seventh, and tenth months of each Plan Year.

            (4)   [X]   the first day of each month.

            (5)   |_|   the first day of each Plan Year (do not select if there
                        is an Eligibility Service requirement of more than six
                        months in Subsection 1.04(b) or if there is an age
                        requirement of more than 20 1/2 in Subsection 1.04(a)).

      (e)   |_|   Special Entry Date(s) - In addition to the Entry Dates
                  specified in Subsection 1.04(d) above, the following special
                  Entry Date(s) apply for Nonelective and/or Matching Employer
                  Contributions. (Special Entry Dates may only be selected if
                  Option 1.04(b)(2), special Eligibility Service requirement, is
                  checked. The same Entry Dates must be selected for
                  contributions that are subject to the same Eligibility Service
                  requirements.)

            (1)   |_|   The special Entry Date(s) shall apply to (check the
                        appropriate box(es)):

                  (A)   |_|   Nonelective Employer Contributions

                  (B)   |_|   Matching Employer Contributions

            (2)   The special Entry Date(s) shall be: ______ (Fill in (2), (3),
                  (4), or (5) from Subsection 1.04(d) above).

      (f)   Date of Initial Participation - An Employee shall become a
            Participant unless excluded by Subsection 1.04(c) above on the Entry
            Date immediately following the date the Employee completes the
            service and age requirement(s) in Subsections 1.04(a) and (b), if
            any, except (check one):

            (1)   [X]   no exceptions.

            (2)   |_|   Employees employed on the Effective Date in Subsection
                        1.01(g) shall become Participants on that date.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                        6

<PAGE>

            (3)   |_|   Employees who meet the age and service requirement(s) of
                        Subsections 1.04(a) and (b) on the Effective Date in
                        Subsection 1.01(g) shall become Participants on that
                        date.

1.05  COMPENSATION
      ------------

      Compensation for purposes of determining contributions shall be as defined
      in Subsection 2.01W, modified as provided below.

      (a)   Compensation Exclusions: Compensation shall exclude the item(s)
            listed below for purposes of determining Deferral Contributions,
            Employee Contributions, if any, and Qualified Nonelective Employer
            Contributions, or if Subsection 1.01(b)(3), Profit Sharing Only, is
            selected, Nonelective Employer Contributions. Unless otherwise
            indicated in Subsection 1.05(b), these exclusions shall also apply
            in determining all other Employer-provided contributions. (Check the
            appropriate box(es); Options (2), (3), (4), (5), and (6) may not be
            elected with respect to Deferral Contributions if Option 1.l0(a)(3),
            Safe Harbor Matching Employer Contributions is checked):

            (1)   |_|   No exclusions.

            (2)   |_|   Overtime Pay.

            (3)   |_|   Bonuses.

            (4)   |_|   Commissions.

            (5)   [X]   The value of a qualified or a non-qualified stock option
                        granted to an Employee by the Employer to the extent
                        such value is includable in the Employee's taxable
                        income.

            (6)   [X]   Severance Pay.

      (b)   Special Compensation Exclusions for Determining Employer-Provided
            Contributions in Article 5 (either (1) or (2) may be selected, but
            not both):

            (1)   |_|   Compensation for purposes of determining Matching,
                        Qualified Matching, and Nonelective Employer
                        Contributions shall exclude: _______________ (Fill in
                        number(s) for item(s) from Subsection 1.05(a) above that
                        apply.)


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                        7

<PAGE>

            (2)   |_|   Compensation for purposes of determining Nonelective
                        Employer Contributions only shall exclude:
                        __________________ (Fill in number(s) for item(s) from
                        Subsection 1.05(a) above that apply.)

                  Note:If the Employer selects Option (2), (3), (4), (5), or (6)
                  with respect to Nonelective Employer Contributions,
                  Compensation must be tested to show that it meets the
                  requirements of Code Section 414(s) or 401 (a)(4). These
                  exclusions shall not apply for purposes of the "Top Heavy"
                  requirements in Section 15.03, or for allocating safe harbor
                  Matching Employer Contributions if Subsection 1.10(a)(3) is
                  selected, for allocating safe harbor Nonelective Employer
                  Contributions if Subsection 1.11 (a)(3) is selected, or for
                  allocating non-safe harbor Nonelective Employer Contributions
                  if the Integrated Formula is elected in Subsection 1.11
                  (b)(2).

      (c)   Compensation for the First Year of Participation - Contributions for
            the Plan Year in which an Employee first becomes a Participant shall
            be determined based on the Employee's Compensation (check one):

            (1)   |_|   for the entire Plan Year.

            (2)   [X]   for the portion of the Plan Year in which the Employee
                        is eligible to participate in the Plan.

                  Note:If the initial Plan Year of a new Plan consists of fewer
                  than 12 months from the Effective Date in Subsection 1.01 (g)(
                  1) through the end of the initial Plan Year, Compensation for
                  purposes of determining the amount of contributions, other
                  than non-safe harbor Nonelective Employer Contributions, under
                  the Plan shall be the period from such Effective Date through
                  the end of the initial year. However, for purposes of
                  determining the amount of non-safe harbor Nonelective Employer
                  Contributions and for other Plan purposes, where appropriate,
                  the full 12-consecutive-month period ending on the last day of
                  the initial Plan Year shall be used.

1.06  TESTING RULES
      -------------

      (a)   ADP/ACP Present Testing Method - The testing method for purposes of
            applying the "ADP" and "ACP" tests described in Sections 6.03 and
            6.06 of the Plan shall be the (check one):

            (1)   |X|   Current Year Testing Method - The ADP or ACP of Highly
                        Compensated Employees for the Plan Year shall be
                        compared to the ADP or ACP of Non-Highly Compensated
                        Employees for the same Plan Year. (Must choose if Option
                        1.10(a)(3), Safe Harbor Matching Employer Contributions,
                        or Option 1.11(a)(3), Safe Harbor Formula, with respect
                        to Non elective Employer Contributions is checked.)


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                        8

<PAGE>

            (2)   |_|   Prior Year Testing Method - The ADP or ACP of Highly
                        Compensated Employees for the Plan Year shall be
                        compared to the ADP or ACP of Non-Highly Compensated
                        Employees for the immediately preceding Plan Year. (Do
                        not choose if Option 1.10(a) (3), Safe Harbor Matching
                        Employer Contributions, or Option 1.11(a)(3), Safe
                        Harbor Formula, with respect to Nonelective Employer
                        Contributions is checked.)

            (3)   |_|   Not applicable. (Only if Option 1.01(b)(3), Profit
                        Sharing Only, is checked.)

      (b)   |_|   ADP/ACP Testing Methods Used in Prior Years - For Plan Years
                  prior to the effective date of this amendment, the "ADP" and
                  "ACP" tests were applied using a different testing method as
                  shown in the ADP/ACP Testing Methods History Addendum to the
                  Adoption Agreement. (Choose if there has been a change in the
                  testing method used under the Plan.)

      (c)   |_|   Initial Year Testing Method - For the initial Plan Year of a
                  new Plan, other than a successor plan, the ADP and ACP tests
                  shall be applied (check one):

            (1)   |_|   assuming a 3% ADP and ACP for Non-Highly Compensated
                        Employees.

            (2)   |_|   using the actual ADP and ACP of Non-Highly Compensated
                        Employees for the initial Plan Year.

      (d)   HCE Determinations: Look Back Year - The look back year for purposes
            of determining which Employees are Highly Compensated Employees
            shall be the 12-consecutive-month period preceding the Plan Year,
            unless otherwise provided below.

            (1)   |_|   Calendar Year Determination - The look back year shall
                        be the calendar year beginning within the preceding Plan
                        Year. (Do not choose if the Plan Year is the calendar
                        year.)

            (2)   |_|   Prior Plan Years - For Plan Years prior to the effective
                        date of this amendment, the Plan was operated in
                        accordance with a different look back year election as
                        shown in the Special Effective Dates Addendum to the
                        Adoption Agreement. (Choose if there has been a change
                        in the look back year used under the Plan.)


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                        9

<PAGE>

      (e)   HCE Determinations: Top Paid Group - Employees with Compensation
            exceeding $80,000 (as indexed) shall be considered Highly
            Compensated Employees only if they are in the top paid group (the
            top 20% of Employees ranked by Compensation), unless otherwise
            provided below.

            (1)   [X]   No Top Paid Group Election Current Plan Year - All
                        Employees with Compensation exceeding $80,000 (as
                        indexed) shall be considered Highly Compensated
                        Employees.

            (2)   |_|   Prior Plan Years - For Plan Years prior to the effective
                        date of this amendment, the Plan was operated in
                        accordance with a different top paid group election as
                        shown in the Special Effective Dates Addendum to the
                        Adoption Agreement. (Choose if the Plan has used the top
                        paid group election in some prior Plan Years, but not in
                        others.)

            Note: Effective for determination years beginning on or after
            January 1, 1998, if the Employer elects Option 1.06(d)(1) and/or
            applies the top paid group election described in Subsection 1.06(e),
            such election must apply consistently to all retirement plans of the
            Employer for determination years that begin with or within the same
            calendar year (except that Option 1.06(d)(1), Calendar Year
            Determination, shall not apply to calendar year plans). Effective
            for determination years beginning on or after January 1, 2000, any
            such election must apply consistently to all plans of the Employer,
            including non-retirement plans.

1.07  DEFERRAL CONTRIBUTIONS
      ----------------------

      (a)   [X]   Deferral Contributions - Participants may elect to have a
                  portion of their Compensation contributed to the Plan on a
                  before-tax basis pursuant to Code Section 401(k).

            (1)   Regular Contributions - The Employer shall make a Deferral
                  Contribution in accordance with Section 5.03 on behalf of each
                  Participant who has an executed salary reduction agreement in
                  effect with the Employer for the payroll period in question,
                  not to exceed l2% (not to exceed 25%) of Compensation for that
                  period.

                  Note: The percentage elected above must be less than 25% in
                  order to satisfy the limitation on annual additions under Code
                  Section 415 if other types of contributions are provided under
                  the Plan.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       10

<PAGE>

                  (A)   |_|   Instead of specifying a percentage of
                              Compensation, a Participant's salary reduction
                              agreement may specify a dollar amount to be
                              contributed each payroll period, provided such
                              dollar amount does not exceed the maximum
                              percentage of Compensation specified in Subsection
                              1.07(a)(1) above.

                  (B)   A Participant may increase or decrease, on a prospective
                        basis, his salary reduction agreement percentage (check
                        one):

                        (i)   [X]   as of the beginning of each payroll period.

                        (ii)  |_|   as of the first day of each month.

                        (iii) |_|   as of the next Entry Date. (Do not select if
                                    Option 1.04(d)(1), immediate entry, is
                                    checked.)

                        (iv)  |_|   other. (Specify, but must be at least once
                                    per Plan Year)

                        Note: Notwithstanding the Employer's election hereunder,
                        if Option 1.10(a)(3), Safe Harbor Matching Employer
                        Contributions, or 1.11(a)(3), Safe Harbor Formula, with
                        respect to Nonelective Employer Contributions is
                        checked, the Plan provides that an Active Participant
                        may change his salary reduction agreement percentage for
                        the Plan Year within a reasonable period (not fewer than
                        30 days) of receiving the notice described in Section
                        6.10.

                  (C)   A Participant may revoke, on a prospective basis, a
                        salary reduction agreement at any time upon proper
                        notice to the Administrator but in such case may not
                        file a new salary reduction agreement until (check one):

                        (i)   |_|   the first day of the next Plan Year.

                        (ii)  |_|   any subsequent Entry Date. (Do not select if
                                    Option 1.04(d) (1), immediate entry, is
                                    checked.)

                        (iii) [X]   other. (Specify, but must be at least once
                                    per Plan Year)

                                    As of the first day of the next payroll
                                    ---------------------------------------
                        period or as soon as administratively possible.
                        -----------------------------------------------


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       11

<PAGE>

            (2)   |_|   Catch-Up Contributions - The Employer may allow
                        Participants upon proper notice and approval to enter
                        into a special salary reduction agreement to make
                        additional Deferral Contributions in an amount up to
                        100% of their Compensation for the payroll period(s)
                        designated by the Employer.

            (3)   |_|   Bonus Contributions - The Employer may allow
                        Participants upon proper notice and approval to enter
                        into a special salary reduction agreement to make
                        Deferral Contributions in an amount up to 100% of any
                        Employer paid cash bonuses designated by the Employer on
                        a uniform and non- discriminatory basis that are made
                        for such Participants during the Plan Year. The
                        Compensation definition elected by the Employer in
                        Subsection 1.05(a) must include bonuses if bonus
                        contributions are permitted.

                  Note: A Participant's contributions under Subsection
                  1.07(a)(2) and/or (3) may not cause the Participant to exceed
                  the percentage limit specified by the Employer in Subsection
                  1.07(a)(1) for the full Plan Year. The Employer has the right
                  to restrict a Participant's right to make Deferral
                  Contributions if they will adversely affect the Plan's ability
                  to pass the "ADP" and/or the "ACP" test.

1.08  EMPLOYEE CONTRIBUTIONS
      ----------------------

      (a)   [X]   Employee Contributions - Participants either currently are or
                  previously were permitted to contribute amounts to the Plan on
                  an after-tax basis. (check one):

            (1)   |_|   Future Employee Contributions - Participants may make
                        voluntary, non-deductible, after-tax Employee
                        Contributions pursuant to Section 5.08 of the Plan. A
                        Participant's Employee Contributions for the Plan Year
                        may not exceed 10% of his Compensation for the Plan
                        Year. (Only if Option 1.07(a), Deferral Contributions,
                        is checked.)

            (2)   [X]   Frozen Employee Contributions - Participants may not
                        currently make after-tax Employee Contributions to the
                        Plan, but the Employer does maintain frozen Employee
                        Contributions Accounts.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       12

<PAGE>

1.09  QUALIFIED NONELECTIVE CONTRIBUTIONS
      -----------------------------------

      (a)   Qualified Nonelective Employer Contributions - If Option 1.07(a),
            Deferral Contributions, is checked, the Employer may contribute an
            amount which it designates as a Qualified Nonelective Employer
            Contribution to be included in the "ADP" or "ACP" test. Qualified
            Nonelective Employer Contributions shall be allocated to
            Participants who were eligible to participate in the Plan at any
            time during the Plan Year and are Non-Highly Compensated Employees
            (check one):

            (1)   [X]   either (A) in the ratio which each Participant's
                        "testing compensation", as defined in Subsection
                        6.01(t), for the Plan Year bears to the total of all
                        Participants' "testing compensation" for the Plan Year
                        or (B) as a flat dollar amount.

            (2)   |_|   as a percentage of the lowest paid Participant's
                        "testing compensation", as defined in Subsection
                        6.01(t), for the Plan Year up to the lower of (A) the
                        maximum amount contributable under the Plan or (B) the
                        amount necessary to satisfy the "ADP" or "ACP" test. If
                        any Qualified Nonelective Employer Contribution remains,
                        allocation shall continue in the same manner to the next
                        lowest paid Participants until the Qualified Nonelective
                        Employer Contribution is exhausted.

            (3)   |_|   not applicable. (Only if Option 1.01(b)(3), Profit
                        Sharing Only, is checked.)

1.10  MATCHING EMPLOYER CONTRIBUTIONS (Only if Option 1.07(a), Deferral
      -------------------------------
      Contributions is checked)

      (a)   [X]   Basic Matching Employer Contributions (check one):

            (1)   [X]   Non-Discretionary Matching Employer Contributions - The
                        Employer shall make a basic Matching Employer
                        Contribution on behalf of each Participant in an amount
                        equal to the following percentage of a Participant's
                        Deferral Contributions during the Contribution Period
                        (check (A) or (B) and, if applicable, (C)):

                  Note: Effective for Plan Years beginning on or after January
                  1, 1999, if the Employer elected Option 1.11(a)(3), Safe
                  Harbor Formula, with respect to Nonelective Employer
                  Contributions and meets the requirements for deemed
                  satisfaction of the "ADP" test in Subsection 6.10 for a Plan
                  Year, the Plan will also be deemed to satisfy the "ACP" test
                  for such Plan Year with respect to Matching Employer
                  Contributions if Matching Employer Contributions hereunder
                  meet the requirements in Section 6.11.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       13

<PAGE>

                  (A)   [X]   Single Percentage Match: 50%

                  (B)   |_|   Tiered Match:

                        ________% of the first ________% of the Active
                        Participant's Compensation contributed to the Plan,

                        ________% of the next ________% of the Active
                        Participant's Compensation contributed to the Plan

                        ________% of the next ________% of the Active
                        Participant's Compensation contributed to the Plan.

                        Note: The percentages specified above for basic Matching
                        Employer Contributions may not increase as the
                        percentage of Compensation contributed increases.

                  (C)   [X]   Limit on Non-Discretionary Matching Employer
                              Contributions (check the appropriate box(es)):

                        (i)   [X]   Deferral Contributions in excess of 6% of
                                    the Participant's Compensation for the
                                    period in question shall not be considered
                                    for non-discretionary Matching Employer
                                    Contributions.

                              Note: If the Employer elected a percentage limit
                              in (i) above and requested the Trustee to account
                              separately for matched and unmatched Deferral
                              Contributions, the non-discretionary Matching
                              Employer Contributions allocated to each
                              Participant must be computed, and the percentage
                              limit applied, based upon each payroll period.

                        (ii)  |_|   Matching Employer Contributions for each
                                    Participant for each Plan Year shall be
                                    limited to $_____

            (2)   |_|   Discretionary Matching Employer Contributions - The
                        Employer may make a basic Matching Employer Contribution
                        on behalf of each Participant in an amount equal to the
                        percentage declared for the Contribution Period, if any,
                        by a Board of Directors' Resolution (or by a Letter of
                        Intent for a sole proprietor or partnership) of the
                        Deferral Contributions made by each Participant during
                        the Contribution Period. The Board of Directors'
                        Resolution (or Letter of Intent, if applicable) may
                        limit the Deferral Contributions matched to a specified
                        percentage of Compensation or limit the amount of the
                        match to a specified dollar amount.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       14

<PAGE>

                  (A)   |_|   4% Limitation on Discretionary Matching Employer
                              Contributions for Deemed Satisfaction of "ACP"
                              Test - Effective only for Plan Years beginning on
                              or after January 1, 2000, in no event may the
                              dollar amount of the discretionary Matching
                              Employer Contribution made on a Participant's
                              behalf for the Plan Year exceed 4% of the
                              Participant's Compensation for the Plan Year.
                              (Only if Option 1.11(a) (3), Safe Harbor Formula,
                              with respect to Non elective Employer
                              Contributions is checked.)

            (3)   |_|   Safe Harbor Matching Employer Contributions - Effective
                        only for Plan Years beginning on or after January 1,
                        1999, if the Employer elects one of the safe harbor
                        formula Options provided in the Safe Harbor Matching
                        Employer Contribution Addendum to the Adoption Agreement
                        and provides written notice each Plan Year to all Active
                        Participants of their rights and obligations under the
                        Plan, the Plan shall be deemed to satisfy the "ADP" test
                        and, in certain circumstances, the "ACP" test.

      (b)   |_|   Additional Matching Employer Contributions - The Employer may
                  at Plan Year end make an additional Matching Employer
                  Contribution equal to a percentage declared by the Employer,
                  through a Board of Directors' Resolution (or by a Letter of
                  Intent for a sole proprietor or partnership), of the Deferral
                  Contributions made by each Participant during the Plan Year.
                  (Only if Option 1.10(a) (1) or (3) is checked.) The Board of
                  Directors' Resolution (or Letter of Intent, if applicable) may
                  limit the Deferral Contributions matched to a specified
                  percentage of Compensation or limit the amount of the match to
                  a specified dollar amount.

            (1)   |_|   4% Limitation on Discretionary Matching Employer
                        Contributions for Deemed Satisfaction of "ACP" Test -
                        Effective only for Plan Years beginning on or after
                        January 1, 2000, in no event may the dollar amount of
                        the additional Matching Employer Contribution made on a
                        Participant's behalf for the Plan Year exceed 4% of the
                        Participant's Compensation for the Plan Year. (Only if
                        Option 1.10(a) (3), Safe Harbor Matching Employer
                        Contributions, or Option 1.11(a) (3), Safe Harbor
                        Formula, with respect to Nonelective Employer
                        Contributions is checked.)


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       15

<PAGE>

            Note: If the Employer elected Option 1.10(a)(3), Safe Harbor
            Matching Employer Contributions, above and wants to be deemed to
            have satisfied the "ADP" test for Plan Years beginning on or after
            January 1, 1999, the additional Matching Employer Contribution must
            meet the requirements of Section 6.10. In addition to the foregoing
            requirements, if the Employer elected either Option 1 .l0(a)(3),
            Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3),
            Safe Harbor Formula, with respect to Nonelective Employer
            Contributions, and wants to be deemed to have satisfied the "ACP"
            test with respect to Matching Employer Contributions for the Plan
            Year, the Deferral Contributions matched may not exceed the
            limitations in Section 6.11.

      (c)   Contribution Period for Matching Employer Contributions - The
            Contribution Period for purposes of calculating the amount of basic
            Matching Employer Contributions described in Subsection 1.1 0(a)(l)
            or (2) is:

            (1)   |_|   each calendar month.

            (2)   |_|   each Plan Year quarter.

            (3)   |_|   each Plan Year.

            (4)   [X]   each payroll period.

            The Contribution Period for safe harbor Matching Employer
            Contributions described in Subsection 1.1 0(a)(3) and additional
            Matching Employer Contributions described in Subsection 1.10(b) is
            the Plan Year.

      (d)   Continuing Eligibility Requirement(s) - A Participant who makes
            Deferral Contributions during a Contribution Period shall only be
            entitled to receive Matching Employer Contributions under Section
            1.10 for that Contribution Period if the Participant satisfies the
            following requirement(s) (Check the appropriate box(es). Options (3)
            and (4) may not be elected together; Option (5) may not be elected
            with Option (2), (3), or (4); Options (2), (3), (4), (5) and (7) may
            not be elected with respect to basic Matching Employer Contributions
            if Option 1. 10(a)(3), Safe Harbor Matching Employer Contributions,
            is checked):

            (1)   |X|   No requirements.

            (2)   |_|   Is employed by the Employer or a Related Employer on the
                        last day of the Contribution Period.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       16

<PAGE>

            (3)   |_|   Earns at least 501 Hours of Service during the Plan
                        Year. (Only if the Contribution Period is the Plan
                        Year.)

            (4)   |_|   Earns at least 1,000 Hours of Service during the Plan
                        Year. (Only if the Contribution Period is the Plan
                        Year.)

            (5)   |_|   Either earns at least 501 Hours of Service during the
                        Plan Year or is employed by the Employer or a Related
                        Employer on the last day of the Plan Year. (Only if the
                        Contribution Period is the Plan Year.)

            (6)   |_|   Is not a Highly Compensated Employee for the Plan Year.

            (7)   |_|   Is not a partner or a member of the Employer, if the
                        Employer is a partnership or an entity taxed as a
                        partnership.

            (8)   |_|   Special continuing eligibility requirement(s) for
                        additional Matching Employer Contributions. (Only if
                        Options 1.10(b), Additional Matching Employer
                        Contributions, is checked.)

                  (A)   The continuing eligibility requirement(s) for additional
                        Matching Employer Contributions is/are: _____ (Fill in
                        number of applicable eligibility requirement(s) from
                        above.)

            Note: If Option (2), (3), (4), or (5) above is selected, then
            Matching Employer Contributions can only be funded by the Employer
            after the Contribution Period or Plan Year ends. Matching Employer
            Contributions funded during the Contribution Period or Plan Year
            shall not be subject to the eligibility requirements of Option (2),
            (3), (4), or (5). If Option (2), (3), (4), or (5) is adopted during
            a Contribution Period or Plan Year, as applicable, such Option shall
            not become effective until the first day of the next Contribution
            Period or Plan Year.

      (e)   [X]   Qualified Matching Employer Contributions - Prior to making
                  any Matching Employer Contribution hereunder (other than a
                  safe harbor Matching Employer Contribution), the Employer may
                  designate all or a portion of such Matching Employer
                  Contribution as a Qualified Matching Employer Contribution
                  that may be used to satisfy the "ADP" test on Deferral
                  Contributions and excluded in applying the "ACP" test on
                  Employee and Matching Employer Contributions.

            Note: Qualified Matching Contributions may not be excluded in
            applying the "ACP" test for a Plan Year if the Employer elected
            Option 1.1 0(a)(3), Safe Harbor Matching Contributions, or Option
            1.11 (a)(3), Safe Harbor Formula, with respect to Nonelective
            Employer Contributions, and the "ADP" test is deemed satisfied under
            Section 6.10 for such Plan Year.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       17

<PAGE>

            (1)   Qualified Matching Employer Contributions shall be allocated
                  to Participants who meet the continuing eligibility
                  requirement(s) described in Subsection 1.10(d) above for the
                  type of Matching Employer Contribution being characterized as
                  a Qualified Matching Employer Contribution and who (check
                  one):

                  (A)   [X]   are Non-Highly Compensated Employees for the Plan
                              Year.

                  (B)   |_|   are either Non-Highly Compensated or Highly
                              Compensated Employees for the Plan Year.

1.11  NONELECTIVE EMPLOYER CONTRIBUTIONS
      ----------------------------------

      Note: An Employer may elect both a fixed formula and a discretionary
      formula. If both are selected, the discretionary formula shall be treated
      as an additional Nonelective Employer Contribution and allocated
      separately in accordance with the allocation formula selected by the
      Employer.

      (a)   |_|   Fixed Formula (check one):

            (1)   |_|   Fixed Percentage Employer Contribution - For each Plan
                        Year, the Employer shall contribute for each eligible
                        Active Participant an amount equal to _______% (not to
                        exceed 15%) of such Active Participant's Compensation.

            (2)   |_|   Fixed Flat Dollar Employer Contribution - The Employer
                        shall contribute for each eligible Active Participant an
                        amount equal to $_____

                  The contribution amount is based on an Active Participant's
                  service for the following period:

                  (A)   |_|   Each paid hour.

                  (B)   |_|   Each payroll period.

                  (C)   |_|   Each Plan Year.

                  (D)   |_|   Other:


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       18

<PAGE>

            (3)   |_|   Safe Harbor Formula - Effective only with respect to
                        Plan Years that begin on or after January 1, 1999, the
                        Nonelective Employer Contribution is intended to satisfy
                        the safe harbor contribution requirements under the Code
                        such that the "ADP" test is deemed satisfied. Please
                        complete the Safe Harbor Nonelective Employer
                        Contribution Addendum to the Adoption Agreement. (Choose
                        only if Option 1.07(a), Deferral Contributions, is
                        checked.)

      (b)   [X]   Discretionary Formula - The Employer may decide each Plan Year
                  whether to make a discretionary Nonelective Employer
                  Contribution on behalf of eligible Active Participants in
                  accordance with Section 5.10. Such contributions shall be
                  allocated to eligible Active Participants based upon the
                  following (check (1) or (2)):

            (1)   [X]   Non-integrated Allocation Formula - In the ratio that
                        each eligible Active Participant's Compensation bears to
                        the total Compensation paid to all eligible Active
                        Participants for the Plan Year.

            (2)   |_|   Integrated Allocation Formula - As (A) a percentage of
                        each eligible Active Participant's Compensation plus (B)
                        a percentage of each eligible Active Participant's
                        Compensation in excess of the "integration level" as
                        defined below. The percentage of Compensation in excess
                        of the "integration level" shall be equal to the lesser
                        of the percentage of the Active Participant's
                        Compensation allocated under (A) above or the "permitted
                        disparity limit" as defined below.

                  Note: An Employer that has elected the Safe Harbor formula in
                  Subsection 1.11 (a)(3) above may not take Nonelective Employer
                  Contributions made to satisfy the safe harbor into account in
                  applying the integrated allocation formula described above.

                  "Integration level" means the Social Security taxable wage
                  base for the Plan Year, unless the Employer elects a lesser
                  amount in (A) or (B) below.

                  (A)   _____% (not to exceed 100%) of the Social Security
                        taxable wage base for the Plan Year, or

                  (B)   $_____ (not to exceed the Social Security taxable wage
                        base).

                  "Permitted disparity limit" means the percentage provided by
                  the following table:


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       19

<PAGE>

================================================================================
If the "Integration Level" is at         But Less Than           The "Permitted
   least ___% of the Taxable                 of the                 Disparity
           Wage Base                   Taxable Wage Base            Limit" is
--------------------------------------------------------------------------------
               0%                               20%                    5.7%
--------------------------------------------------------------------------------
              20%                               80%                    4.3%
--------------------------------------------------------------------------------
              80%                              100%                    5.4%
--------------------------------------------------------------------------------
             100%                              N/A                     5.7%
--------------------------------------------------------------------------------

                  Note: An Employer who maintains any other plan that provides
                  for Social Security Integration (permitted disparity) may not
                  elect 1.11 (b)(2).

      (c)   Continuing Eligibility Requirement(s) - A Participant shall only be
            entitled to receive Nonelective Employer Contributions for a Plan
            Year under this Section 1.11 if the Participant satisfies the
            following requirement(s) (Check the appropriate box(es) - Options
            (3) and (4) may not be elected together; Option (5) may not be
            elected with Option (2), (3), or (4); Options (2), (3), (4), (5) and
            (7) may not be elected with respect to Nonelective Employer
            Contributions under the fixed formula if Option 1.11 (a)(3), Safe
            Harbor Formula, is checked):

            (1)   |_|   No requirements.

            (2)   [X]   Is employed by the Employer or a Related Employer on the
                        last day of the Plan Year.

            (3)   |_|   Earns at least 501 Hours of Service during the Plan
                        Year.

            (4)   |_|   Earns at least 1,000 Hours of Service during the Plan
                        Year.

            (5)   |_|   Either earns at least 501 Hours of Service during the
                        Plan Year or is employed by the Employer or a Related
                        Employer on the last day of the Plan Year.

            (6)   |_|   Is not a Highly Compensated Employee for the Plan Year.

            (7)   |_|   Is not a partner or a member of the Employer, if the
                        Employer is a partnership or an entity taxed as a
                        partnership.

            (8)   |_|   Special continuing eligibility requirement(s) for
                        discretionary Nonelective Employer Contributions. (Only
                        if both Options 1.11(a) and (b) are checked.)


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       20

<PAGE>

                  (A)   The continuing eligibility requirement(s) for additional
                        discretionary Nonelective Employer Contributions is/are:
                        _____ (Fill in number of applicable eligibility
                        requirement(s) from above.)

            Note: If Option (2), (3), (4), or (5) above is selected then
            Nonelective Employer Contributions can only be funded by the
            Employer after the Plan Year ends. Nonelective Employer
            Contributions funded during the Plan Year shall not be subject to
            the eligibility requirements of Option (2), (3), (4), or (5). If
            Option (2), (3), (4), or (5) is adopted during a Plan Year, such
            Option shall not become effective until the first day of the next
            Plan Year.

1.12  EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS
      -------------------------------------------------

      [X]   Death, Disability, and Retirement Exception to Eligibility
            Requirements - Active Participants who do not meet any last day or
            Hours of Service requirement under Subsection 1.10(d) or 1.11(c)
            because they become disabled, as defined in Section 1.14, retire, as
            provided in Subsection 1.13(a), (b), or (c), or die shall
            nevertheless receive an allocation of Nonelective Employer and/or
            Matching Employer Contributions. No Compensation shall be imputed to
            Active Participants who become disabled for the period following
            their disability.

1.13  RETIREMENT
      ----------

      (a)   The Normal Retirement Age under the Plan is (check one);

            (1)   [X]   age 65.

            (2)   |_|   age _____ (specify between 55 and 64).

            (3)   |_|   later of age (not to exceed 65) or the fifth anniversary
                        of the Participant's Employment Commencement Date.

      (b)   [X]   The Early Retirement Age is the first day of the month after
                  the Participant attains age 62.0 and completes 3.0 years of
                  Vesting Service.

            Note: If this Option is elected, Participants who are employed by
            the Employer or a Related Employer on the date they reach Early
            Retirement Age shall be 100% vested in their Accounts under the
            Plan.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       21

<PAGE>

      (c)   [X]   A Participant who becomes disabled, as defined in Section
                  1.14, is eligible for disability retirement

            Note: If this Option is elected, Participants who are employed by
            the Employer or a Related Employer on the date they become disabled
            shall be 100% vested in their Accounts under the Plan.

1.14  DEFINITION OF DISABLED
      ----------------------

      A Participant is disabled if he/she (check the appropriate box(es)):

      (a)   |_|   satisfies the requirements for benefits under the Employer's
                  Long-Term Disability Plan.

      (b)   [X]   satisfies the requirements for Social Security disability
                  benefits.

      (c)   |_|   is determined to be disabled by a physician approved by the
                  Employer.

1.15  VESTING
      -------

      A Participant's vested interest in Matching Employer Contributions and/or
      Nonelective Employer Contributions, other than Safe Harbor Matching
      Employer and/or Nonelective Employer Contributions elected in Subsection
      1.10(a) (3) or 1.11(a) (3) , shall be based upon his years of Vesting
      Service and the schedule(s) selected below, except as provided in
      Subsection 1.21(d) or in the Grandfathered Vesting Schedule Addendum to
      the Adoption Agreement

      (a)   |_|   Years of Vesting Service shall exclude:

            (1)   |_|   for new plans, service prior to the Effective Date as
                        defined in Subsection 1.0l(g)(l).

            (2)   |_|   for existing plans converting from another plan
                        document, service prior to the original Effective Date
                        as defined in Subsection 1.01(g)(2).


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       22

<PAGE>

      (b)   Vesting Schedule(s)

            (1)   Nonelective Employer Contributions (check one):

                  (A)   |_|   N/A - No Nonelective Employer Contributions

                  (B)   |_|   100% Vesting immediately

                  (C)   |_|   3 year cliff (see C below)

                  (D)   |_|   5 year cliff (see D below)

                  (E)   |_|   6 year graduated (see E below)

                  (F)   |_|   7 year graduated (see F below)

                  (G)   [X]   Other vesting (complete G1 below)

            (2)   Matching Employer Contributions (check one):

                  (A)   |_|   N/A - No Nonelective Employer Contributions

                  (B)   |_|   100% Vesting immediately

                  (C)   |_|   3 year cliff (see C below)

                  (D)   |_|   5 year cliff (see D below)

                  (E)   |_|   6 year graduated (see E below)

                  (F)   |_|   7 year graduated (see F below)

                  (G)   [X]   Other vesting (complete G2 below)

    Years of
Vesting Service                    Applicable Vesting Schedule(s)
================================================================================
                      C        D       E       F        G1          G2
================================================================================
        0             0%       0%      0%      0%      0.00%       0.00%
--------------------------------------------------------------------------------
        1             0%       0%      0%      0%     33.33%       33.33%
--------------------------------------------------------------------------------
        2             0%       0%      20%     0%     66.66%       66.66%
--------------------------------------------------------------------------------
        3            100%      0%      40%    20%     100.00%     100.00%
--------------------------------------------------------------------------------
        4            100%      0%      60%    40%     100.00%     100.00%
--------------------------------------------------------------------------------
        5            100%     100%     80%    60%     100.00%     100.00%
--------------------------------------------------------------------------------
        6            100%     100%    100%    80%     100.00%     100.00%
--------------------------------------------------------------------------------
    7 or more        100%     100%    100%   100%     100.00%     100.00%
================================================================================

      Note: A schedule elected under Gl or G2 above must be at least as
      favorable as one of the schedules in C, D, E or F above.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       23

<PAGE>

            Note: If the Plan is being amended to provide a more restrictive
            vesting schedule, the more favorable vesting schedule shall continue
            to apply to Participants who are Active Participants immediately
            prior to the later of (1) the effective date of the amendment or (2)
            the date the amendment is adopted. Grandfathered vesting schedules
            are reflected in the Grandfathered Vesting Schedule Addendum to the
            Adoption Agreement.

      (c)   |_|   A vesting schedule different from the vesting schedule(s)
                  selected above applies to certain persons employed prior to
                  the effective date of this amendment. Please complete the
                  Grandfathered Vesting Schedule Addendum to the Adoption
                  Agreement.

      (d)   [X]   Application of Forfeitures - If a participant forfeits any
                  portion of his non-vested Account balance as provided in
                  Section 6.04, 6.07, or 11.08, such forfeitures shall be used
                  to reduce administrative expenses under the Plan, if any. Any
                  forfeitures remaining after administrative expenses have been
                  paid shall be (check one):

            (1)   |_|   N/A - Either (A) there are no Matching Employer
                        Contributions under the Plan and all other Employer
                        Contributions are 100% vested when made or (B) there are
                        no Employer Contributions under the Plan.

            (2)   [X]   applied to reduce Employer contributions.

            (3)   |_|   allocated among the Accounts of eligible Participants in
                        the manner provided in Section 1.11. (Only if Option
                        1.11(a) or (b) is checked.)

1.16  PREDECESSOR EMPLOYER SERVICE
      ----------------------------

      |_|   Service for purposes of eligibility in Subsection 1.04(b) and
            vesting in Subsection 1.15(b) of this Plan shall include service
            with the following predecessor employer(s):


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       24

<PAGE>

1.17  PARTICIPANT LOANS
      -----------------

      Participant loans (check one):

      (a)   [X]   are allowed in accordance with Article 9 and loan procedures
                  outlined in the Service Agreement

      (b)   |_|   are not allowed.

1.18  IN-SERVICE WITHDRAWALS
      ----------------------

      Participants may make withdrawals prior to termination of employment under
      the following circumstances (check the appropriate box(es)):

      (a)   [X]   Hardship Withdrawals - Hardship withdrawals from a
                  Participant's Deferral Contributions Account shall be allowed
                  in accordance with Section 10.05, subject to a $500 minimum
                  amount.

      (b)   [X]   Age 59 1/2 - Participants shall be entitled to receive a
                  distribution of all or any portion of the following Accounts
                  upon attainment of age 59 1/2 (check one):

            (1)   |_|   Deferral Contributions Account

            (2)   [X]   All Accounts

      (c)   Withdrawal of Employee Contributions and Rollover Contributions -
            The Plan provides for in-service withdrawals of Rollover
            Contributions at any time. Employee Contributions may be withdrawn
            in accordance with Section 10.02 subject to the following (check if
            applicable):

            (1)   |_|   Employees may not make such withdrawals more frequently
                        than:

            Note: If Option 1.18(c)(l) is not selected, withdrawals of Employee
            Contributions shall be permitted at any time.

      (d)   [X]   Protected In-Service Withdrawal Provisions - Check if the Plan
                  was converted by plan amendment or received transfer
                  contributions from another defined contribution plan, and
                  benefits under the other defined contribution plan were
                  payable as (check the appropriate box(es)):


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       25

<PAGE>

            (1)   |_|   an in-service withdrawal of vested employer
                        contributions maintained in a Participant's Account
                        (check (A) and/or (B)):

                  (A)   |_|   for at least _____ (24 or more) months.

                        (i)   |_|   Special restrictions applied to such
                                    in-service withdrawals under the prior plan
                                    that the Employer wishes to continue under
                                    the Plan as restated hereunder. Please
                                    complete the Protected In-Service
                                    Withdrawals Addendum to the Adoption
                                    Agreement identifying the restrictions.

                  (B)   |_|   after the Participant has at least 60 months of
                              participation.

                        (i)   |_|   Special restrictions applied to such
                                    in-service withdrawals under the prior plan
                                    that the Employer wishes to continue under
                                    the Plan as restated hereunder. Please
                                    complete the Protected In-Service
                                    Withdrawals Addendum to the Adoption
                                    Agreement identifying the restrictions.

            (2)   |X|   another in-service withdrawal option that is a
                        "protected benefit" under Code Section 41l(d)(6).
                        Please complete the Protected In-Service Withdrawals
                        Addendum to the Adoption Agreement identifying the
                        in-service withdrawal option(s).

1.19  FORM OF DISTRIBUTIONS
      ---------------------

      Subject to Article 14, distributions under the Plan shall be paid as
      (check the appropriate box(es) with respect to optional forms):

      (a)   Lump Sum Payments - Lump sum payments are always available under the
            Plan. If a Participant's account balance is less than or equal to
            the "cashout limit", distribution shall be made to the Participant
            as soon as reasonably practicable following his termination of
            employment in a lump sum payment. Effective the first day of the
            first Plan Year beginning on or after August 5, 1997 (or the date
            the Plan is first operated in compliance with the increase, if
            later, but not later than the effective date specified in Subsection
            1.0l(g)(l) or (2)), the "cashout limit" is $5,000 (increased from
            $3,500).


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       26

<PAGE>

      (b)   [X]   Installments Payments - In lieu of a lump sum, Participants
                  may elect distribution under a systematic withdrawal plan
                  (installments).

      (c)   [X]   Protected Benefit Forms - Check if the Plan was converted by
                  plan amendment or received transfer contributions from another
                  defined contribution plan, and benefits under the other
                  defined contribution plan were payable in any other form
                  (check the appropriate box(es)):

            (1)   [X]   The protected benefit forms apply to the Accounts of all
                        Participants (check the appropriate box(es)):

                  (A)   [X]   The prior plan provided a life annuity form of
                              payment.

                        (i)   The normal annuity form for unmarried Participants
                              is a single life annuity.
                                   -------------------

                              The normal annuity form for married Participants
                              is a 50% (must be at least 50%, but not more than
                              100%) "qualified joint and survivor annuity".

                        (ii)  The normal form of distribution under the Plan is:

                              (I)   [X]   A lump sum payment.

                              (II)  |_|   A "qualified joint and survivor
                                          annuity".

                        (iii) The qualified preretirement survivor annuity
                              provided to a Participant's spouse is purchased
                              with 50% (must be at least 50%) of the
                              Participant's Account.

                  (B)   |_|   The prior plan provided other optional annuity
                              forms. The other optional annuity forms available
                              under the Plan are:

                              --------------------------------------------------

                              --------------------------------------------------

                              --------------------------------------------------

                              --------------------------------------------------


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       27

<PAGE>

                  (C)   |_|   The prior plan provided other forms of
                              distribution that are protected benefits. The
                              other forms of distribution available under the
                              Plan are:

            (2)   |_|   The protected benefit forms apply only to the Accounts
                        of a specified class of Participants. Please complete
                        the Protected Benefit Forms Addendum describing each
                        protected benefit and the class of Participants whose
                        Accounts are subject to distribution in the protected
                        benefit form.

1.20  TIMING OF DISTRIBUTIONS
      -----------------------

      Except as provided in Subsection 1.20(b) and the Postponed Distribution
      Addendum to the Adoption Agreement, distribution shall be made to an
      eligible Participant from his vested interest in his Account as soon as
      reasonably practicable following the date the Participant's application
      for distribution is received by the Administrator, but in no event later
      than his Required Beginning Date, as defined in Subsection 2.01 (ss).

      (a)   Required Beginning Date - The Required Beginning Date of a
            Participant who is not a five percent owner shall be determined
            under Code Section 401 (a)(9) as amended by the Small Business Job
            Protection Act.

            (1)   |_|   If a Participant attained age 70 1/2 before January 1,
                        1999 (or such later date as may be specified below), he
                        may elect to have his Required Beginning Date determined
                        under Code Section 401 (a)(9) as in effect prior to the
                        amendment. (Choose only if the Plan was originally
                        effective before January 1, 1997.)

                  (A)   |_|   A later effective date applies for grandfathering
                              the prior Code Section 401 (a)(9) rules. Please
                              complete Section (d) of the Special Effective
                              Dates Addendum to the Adoption Agreement
                              indicating the late effective date.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       28

<PAGE>

      (b)   |_|   Postponed Distributions - Check if the Plan was converted by
                  plan amendment from another defined contribution plan that
                  provided for the postponement of certain distributions from
                  the Plan to eligible Participants and the Employer wants to
                  continue to administer the Plan using the postponed
                  distribution provisions. Please complete the Postponed
                  Distribution Addendum to the Adoption Agreement indicating the
                  types of distributions that are subject to postponement and
                  the period of postponement.

      Note: An Employer may not provide for postponement of distribution to a
      Participant beyond the 60th day following the close of the Plan Year in
      which (1) the Participant attains Normal Retirement Age under the Plan,
      (2) the Participant's 10th anniversary of participation in the Plan
      occurs, or (3) the Participant's employment terminates, whichever is
      latest.

1.21  TOP HEAVY STATUS
      ----------------

      (a)   The Plan shall be subject to the Top-Heavy Plan requirements of
            Article 15 (check one):

            (1)   |_|   for each Plan Year, whether or not the Plan is a
                        "top-heavy plan" as defined in Subsection 15.01(f).

            (2)   [X]   for each Plan Year, if any, for which the Plan is a
                        "top-heavy plan" as defined in Subsection 15.01(f).

            (3)   |_|   Not applicable. (Choose only if Plan covers only
                        employees subject to a collective bargaining agreement.)

      (b)   In determining whether the Plan is a "top-heavy plan "for an
            Employer with at least one defined benefit plan, the following
            assumptions shall apply:

            (1)   [X]   Interest rate: 9% per annum.
                                       -

            (2)   [X]   Mortality table: 1986 Unisex Annuity Table.
                                         --------------------------

            (3)   |_|   Not applicable. (Choose only if either (A) Plan covers
                        only employees subject to a collective bargaining
                        agreement or (B) Employer does not maintain and has
                        never maintained any defined benefit plans.)


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       29

<PAGE>

      (c)   If the Plan is or is treated as a "top-heavy plan" for a Plan Year,
            each non-key Employee shall receive an Employer Contribution of at
            least 3.0 (3, 4, 5, or 71/2) % of Compensation for the Plan Year in
            accordance with Section 15.03. The minimum Employer Contribution
            provided in this Subsection 1.21(c) shall be made under this Plan
            only if the Participant is not entitled to such contribution under
            another qualified plan of the Employer, unless the Employer elects
            otherwise in (1) or (2) below:

            (1)   |_|   The minimum Employer Contribution shall be paid under
                        this Plan in any event.

            (2)   |_|   Not applicable. (Choose only if Plan covers only
                        employees subject to a collective bargaining agreement.)

            Note: The minimum Employer contribution may be less than the
            percentage indicated in Subsection 1.21(c) above to the extent
            provided in Section 15.03.

      (d)   If the Plan is or is treated as a "top-heavy plan "for a Plan Year,
            the following vesting schedule shall apply instead of the
            schedule(s) elected in Subsection 1.15(b) for such Plan Year and
            each Plan Year thereafter (check one):

            (1)   |_|   Not applicable. (Choose only if either (A) the
                        schedule(s) elected in Subsection 1.15(b) is/are more
                        favorable in all cases than the schedules available
                        below or (B) Plan covers only employees subject to a
                        collective bargaining agreement.)

            (2)   |_|   100% vested after _____ (not in excess of 3) years of
                        Vesting Service.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       30

<PAGE>

            (3)   [X]   Graded vesting:

================================================================================
  Years of Vesting                   Vesting                       Must be
      Service                      Percentage                      at Least
--------------------------------------------------------------------------------
         0                            0.00%                           0%
--------------------------------------------------------------------------------
         1                            33.33%                          0%
--------------------------------------------------------------------------------
         2                            66.66%                         20%
--------------------------------------------------------------------------------
         3                           100.00%                         40%
--------------------------------------------------------------------------------
         4                           100.00%                         60%
--------------------------------------------------------------------------------
         5                           100.00%                         80%
--------------------------------------------------------------------------------
         6                           100.00%                        100%
================================================================================

                  Note: If the schedule(s) elected in Subsection 1.15(b) is/are
                  more favorable in all cases than the schedule elected in
                  Subsection 1.21(d) above, then the schedule(s) in Subsection
                  1.15(b) shall continue to apply even in Plan Years in which
                  the Plan is a "top-heavy plan".

1.22  CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION
      -----------------------------------------------------------------------
      PLANS
      -----

      If the Employer maintains other defined contribution plans, annual
      additions to a Participant's Account shall be limited as provided in
      Section 6.12 of the Plan to meet the requirements of Code Section 415,
      unless the Employer elects otherwise below and completes the 415
      Correction Addendum describing the order in which annual additions shall
      be limited among the plans.

      (a)   |_|   Other Order for Limiting Annual Additions


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       31

<PAGE>

1.23  INVESTMENT DIRECTION
      --------------------

      (a)   Investment Directions - Participant Accounts shall be invested
            (check one):

            (1)   |_|   in accordance with investment directions provided to the
                        Trustee by the Employer for allocating all Participant
                                       --------
                        Accounts among the Options listed in the Service
                        Agreement.

            (2)   [X]   in accordance with investment directions provided to the
                        Trustee by each Participant for allocating his entire
                                        -----------
                        Account among the Options listed in the Service
                        Agreement.

            (3)   |_|   in accordance with investment directions provided to the
                        Trustee by each Participant for all contribution sources
                        in a Participant's Account except the following sources
                        shall be invested as directed by the Employer (check (A)
                        and/or (B)):

                  (A)   |_|   Nonelective Employer Contributions

                  (B)   |_|   Matching Employer Contributions

                  The Employer must direct the applicable sources among the same
                  investment options made available for Participant directed
                  sources listed in the Service Agreement.

      (b)   [X]   404(c) Election (only if Option 1 .23(a)(2) or 1 .23(a)(3) is
                  checked) - The Administrator intends to treat this Plan as
                  being subject to ERISA Section 404(c).

1.24  RELIANCE ON OPINION LETTER
      --------------------------

      An adopting Employer may not rely on the opinion letter issued by the
      National Office of the Internal Revenue Service as evidence that this Plan
      is qualified under Code Section 401. If the Employer wishes to obtain
      reliance that its Plan is qualified, application for a determination
      letter should be made to the appropriate Key District Director of the
      Internal Revenue Service. Failure to fill out the Adoption Agreement
      properly may result in disqualification of the Plan.

      This Adoption Agreement may be used only in conjunction with Fidelity
      Basic Plan Document No. 07. The Prototype Sponsor shall inform the
      adopting Employer of any amendments made to the Plan or of the
      discontinuance or abandonment of the prototype plan document.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       32

<PAGE>

1.25  PROTOTYPE INFORMATION:
      ---------------------

      Name of Prototype Sponsor:    Fidelity Management & Research Company
      Address of Prototype Sponsor: 82 Devonshire Street
                                    Boston, MA 02109

      Questions regarding this prototype document may be directed to the
      following telephone number: 1-800-684-5254.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       33

<PAGE>

                                 EXECUTION PAGE
                           (Prototype Sponsor's Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this __________ day of _________________, _______.


                  Employer: ________________________________________

                  By: ______________________________________________

                  Title: ___________________________________________


                  Employer: ________________________________________

                  By: ______________________________________________

                  Title: ___________________________________________


Accepted by:

Fidelity Management Trust Company, as Trustee

By: ______________________________ Date: _____________

Title: ___________________________


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       34

<PAGE>

                                 EXECUTION PAGE
                                (Employer's Copy)


IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this __________ day of _________________, _______.


                  Employer: ________________________________________

                  By: ______________________________________________

                  Title: ___________________________________________


                  Employer: ________________________________________

                  By: ______________________________________________

                  Title: ___________________________________________


Accepted by:

Fidelity Management Trust Company, as Trustee

By: ______________________________ Date: _____________

Title: ___________________________


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       35

<PAGE>

                                    ADDENDUM

                           Re: SPECIAL EFFECTIVE DATES
                                       for

Plan Name: Moore Medical Corn. Capital Accumulation Plan
           ---------------------------------------------

(a)   |_|   Special Effective Dates for Other Provisions - The following
            provisions (e.g., new eligibility requirements, new contribution
            formula, etc.) shall be effective as of the dates specified herein:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

(b)   |_|   Plan Merger Effective Dates - The following plan(s) were merged into
            the Plan after the Effective Date indicated in Subsection 1.0l(g)(l)
            or (2), as applicable. The provisions of the Plan are effective with
            respect to the merged plan(s) as of the date(s) indicated below:

      (1)   Name of merged plan:
                                 -----------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            Effective date:
                            ----------------------------------------------------


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       36

<PAGE>

      (2)   Name of merged plan:
                                 -----------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            Effective date:
                            ----------------------------------------------------

      (3)   Name of merged plan:
                                 -----------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            Effective date:
                            ----------------------------------------------------

      (4)   Name of merged plan:
                                 -----------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            Effective date:
                            ----------------------------------------------------

      (5)   Name of merged plan:
                                 -----------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            Effective date:
                            ----------------------------------------------------

(c)   HCE Determination - HCE determinations for prior Plan Years shall be made
      applying the following rules:

      (1)   |_|   HCE Determination: Look Back Year Elections - For Plan Years
                  prior to the effective date of this amendment, the Plan was
                  administered in accordance with the following look back year
                  election(s):


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       37

<PAGE>

            (A)   |_|   No calendar year election - For the following Plan
                  Years, the look back year was the 12- consecutive-month period
                  immediately preceding the Plan Year:

                  --------------------------------------------------------------

                  --------------------------------------------------------------

                  --------------------------------------------------------------

            (B)   |_|   Calendar year election - For the following Plan Years,
                  the look back year was the calendar year beginning within the
                  preceding Plan Year:

                  --------------------------------------------------------------

                  --------------------------------------------------------------

                  --------------------------------------------------------------

      (2)   |_|   HCE Determination: Top Paid Group Elections - For Plan Years
                  prior to the effective date of this amendment, the Plan was
                  administered in accordance with the following top paid group
                  election(s):

            (A)   |_|   For the following Plan Years, Highly Compensated
                        Employees included only the top 20% of Employees ranked
                        by Compensation:

                  --------------------------------------------------------------

                  --------------------------------------------------------------

                  --------------------------------------------------------------


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       38

<PAGE>

            (B)   |_|   For the following Plan Years, Highly Compensated
                        Employees included all Employees with Compensation
                        exceeding $80,000 (as indexed):

                  --------------------------------------------------------------

                  --------------------------------------------------------------

                  --------------------------------------------------------------

(d)   |_|   Late Effective Date for Grandfathering Prior Required Beginning Date
            Rules

      Effective date: January 1, _____________ (Must be first day of the
      calendar year beginning after the date the Plan was first amended to
      comply with the new Required Beginning Date rules, but not later than the
      first day of the calendar year beginning after the end of the Employer's
      remedial amendment period for making changes to comply with the Small
      Business Job Protection Act.)


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       39

<PAGE>

                                    ADDENDUM

                       Re: ADP/ACP TESTING METHODS HISTORY
                                       for

Plan Name: Moore Medical Corp. Capital Accumulation Plan
           ---------------------------------------------

(a)   For Plan Years prior to the date of this amendment, the Plan applied the
      following testing methods:

      (1)   |_|   Current Year Testing Method - The ADP/ACP tests for the
                  following Plan Years were applied using the current year
                  testing method described in Subsection l.06(a)(l):

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

      (2)   |_|   Prior Year Testing Method - The ADP/ACP tests for the
                  following Plan Years were applied using the prior year testing
                  method described in Subsection 1 .06(a)(2):

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       40

<PAGE>

                                    ADDENDUM

                 Re: SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION
                                       for

Plan Name: Moore Medical Corp. Capital Accumulation Plan
           ---------------------------------------------

(a)   Safe Harbor Matching Employer Contribution Formula

      Note: Matching Employer Contributions made under this Option must be 100%
      vested when made and may only be distributed because of death, disability,
      separation from service, age 59 1/2, or termination of the Plan without
      the establishment of a successor plan. In addition, each Plan Year, the
      Employer must provide written notice to all Active Participants of their
      rights and obligations under the Plan.

      (1)   |_|   100% of the first 3% of the Active Participant's Compensation
                  contributed to the Plan and 50% of the next 2% of the Active
                  Participant's Compensation contributed to the Plan.

            (A)   |_|   Safe harbor Matching Employer Contributions shall not be
                        made on behalf of Highly Compensated Employees.

            Note: If the Employer selects this formula and does g~ elect Option
            1.10(b), Additional Matching Employer Contributions, Matching
            Employer Contributions will automatically meet the safe harbor
            contribution requirements for deemed satisfaction of the "ACP" test.
            (Employee Contributions must still be tested.)

      (2)   |_|   Other Tiered Match:

            ______% of the first ______% of the Active Participant's
            Compensation contributed to the plan.

            ______% of the next ______% of the Active Participant's Compensation
            contributed to the plan,

            ______% of the next to the plan. ______% of the Active Participant's
            Compensation contributed

            Note: To satisfy the safe harbor contribution requirement for the
            "ADP" test, the percentages specified above for Matching Employer
            Contributions may not increase as the percentage of Compensation
            contributed increases, and the aggregate amount of Matching Employer
            Contributions at such rates must at least equal the aggregate amount
            of Matching Employer Contributions which would be made under the
            percentages described in (aXl) of this Addendum.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       41

<PAGE>

            (A)   |_|   Safe harbor Matching Employer Contributions shall not be
                        made on behalf of Highly Compensated Employees.

            (B)   |_|   The formula specified above is also intended to satisfy
                        the safe harbor contribution requirement for deemed
                        satisfaction of the "ACP" test with respect to Matching
                        Employer Contributions. (Employee Contributions must
                        still be tested.)

                  Note: To satisfy the safe harbor contribution requirement for
                  the "ACP" test, the Deferral Contributions and/or Employee
                  Contributions matched cannot exceed 6% of a Participant's
                  Compensation.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       42

<PAGE>

                                    ADDENDUM

                Re: SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION
                                       for

Plan Name: Moore Medical Corp. Capital Accumulation Plan
           ---------------------------------------------

(a)   For each Plan Year, the Employer shall contribute for each eligible Active
      Participant an amount equal to ______% (not less than 3% nor more than
      15%) of such Active Participant's Compensation.

      Note: Contributions that are intended to satisfy the safe harbor
      contribution requirement must be 100% vested when made and may only be
      distributed because of death, disability, separation from service, age 59
      1/2, or termination of the Plan without the establishment of a successor
      plan. In addition, each Plan Year, the Employer must provide written
      notice to all Active Participants of their rights and obligations under
      the Plan.

      (1)   |_|   Safe harbor Nonelective Employer Contributions shall not be
                  made on behalf of Highly Compensated Employees.

      (2)   |_|   In conjunction with its election of the safe harbor described
                  above, the Employer has elected to make Matching Employer
                  Contributions under Subsection 1.10 that are intended to meet
                  the requirements for deemed satisfaction of the "ACP" test
                  with respect to Matching Employer Contributions (i.e. (1) the
                  percentage of Deferral Contributions matched does not increase
                  as the percentage of Compensation contributed increases; (2)
                  Highly Compensated Employees are not provided a greater
                  percentage match than Non-Highly Compensated Employees; (3)
                  Deferral Contributions matched do not exceed 6% of a
                  Participant's Compensation; and (4) for Plan Years beginning
                  on or after January 1, 2000, the dollar amount of any
                  discretionary Matching Employer Contributions made on a
                  Participant's behalf for the Plan Year shall not exceed 4% of
                  the Participant's Compensation for the Plan Year).


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       43

<PAGE>

                                    ADDENDUM

                      Re: PROTECTED IN-SERVICE WITHDRAWALS
                                       for

Plan Name: Moore Medical Corn. Capital Accumulation Plan
           ---------------------------------------------

(a)   |_|   Restrictions on In-Service Withdrawals of Amounts Held for Specified
            Period - The following restrictions apply to in-service withdrawals
            made in accordance with Subsection 1.1 8(d)( l)(A) (cannot include
            any mandatory suspension of contributions restriction):

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

(b)   |_|   Restrictions on In-Service Withdrawals Because of Participation in
            Plan for 60 or More Months - The following restrictions apply to
            in-service withdrawals made in accordance with Subsection
            1.18(d)(l)(B) (cannot include any mandatory suspension of
            contributions restriction):

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

(c)   Other In-Service Withdrawal Provisions - In-service withdrawals from a
      Participant's Accounts specified below shall be available to Participants
      who satisfy the requirements also specified below:


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       44

<PAGE>

      Notwithstanding anything in the Plan, a Participant may withdrawal the
      vested portion of his or her Nonelective Contribution Account and Matching
      Contribution Account for hardship under Sections 1.18(a) and 10.05.

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      (1)   |_|   The following restrictions apply to a Participant's Account
                  following an in-service withdrawal made pursuant to (c) above
                  (cannot include any mandatory suspension of contributions
                  restriction):

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       45

<PAGE>

                                    ADDENDUM

                           Re: PROTECTED BENEFIT FORMS
                                       for

Plan Name: Moore Medical Corp. Capital Accumulation Plan
           ---------------------------------------------

(a)   |_|   Prior Plan Provided Life Annuity Form - The normal annuity form for
            unmarried Participants is a _____________________________________.

            The normal annuity form for married Participants is a _____% (must
            be at least 50%, but no more than 100%) "qualified joint and
            survivor annuity".

      (1)   Class of Participants whose Accounts are subject to distribution in
            the normal annuity form:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

      (2)   The normal form of distribution under the Plan is:

            (A)   |_|   A lump sum payment.

            (B)   |_|   A "qualified joint and survivor annuity".

      (3)   The qualified preretirement survivor annuity provided to a
            Participant's spouse is purchased with ______% (must be at least
            50%) of the Participant's Account.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       46

<PAGE>

(b)   |_|   Prior Plan Provided Other Optional Annuity Form(s) - The other
            optional annuity forms available under the Plan are:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

      (1)   Class of Participants whose Accounts are subject to distribution in
            the optional annuity forms:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

(c)   |_|   Prior Plan Provided Other Protected Form(s) - The other forms of
            distribution available under the Plan are:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

      (1)   Class of Participants whose Accounts are subject to distribution in
            the other forms:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       47

<PAGE>

                                    ADDENDUM

                       Re: GRANDFATHERED VESTING SCHEDULES
                                       for

Plan Name: Moore Medical Corp. Capital Accumulation Plan
           ---------------------------------------------

(a)   Grandfather of More Favorable Vesting Schedule

      (1)   Prior vesting schedule:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

      (2)   Prior vesting schedule applies to Participants initially hired prior
            to:

            --------------------------------------------------------------------

(b)   |_|   Additional Grandfather of More Favorable Vesting Schedule

      (1)   Prior vesting schedule:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       48

<PAGE>

      (2)   Prior vesting schedule applies to Participants initially hired prior
            to:

            --------------------------------------------------------------------

(c)   |_|   Additional Grandfather of More Favorable Vesting Schedule

      (1)   Prior vesting schedule:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

      (2)   Prior vesting schedule applies to Participants initially hired prior
            to:

            --------------------------------------------------------------------


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       49

<PAGE>

                                    ADDENDUM

                           Re: POSTPONED DISTRIBUTIONS
                                       for

Plan Name: Moore Medical Corn. Capital Accumulation Plan
           ---------------------------------------------

Postponement of Certain Distributions to Eligible Participants - The types of
distributions specified below to eligible Participants of their vested interests
in their Accounts shall be postponed for the period also specified below:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Notwithstanding the foregoing, if the Employer selected an Early Retirement Age
in Subsection 1.14(b) that is later of an attained age or completion of a
specified number of years of Vesting Service, any Participant who terminates
employment on or after completing the required number of years of Vesting
Service, but before attaining the required age shall be eligible to commence
distribution of his vested interest in his Account upon attaining the required
age.


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       50

<PAGE>

                                    ADDENDUM

                               Re: 415 CORRECTION
                                       for

Plan Name: Moore Medical Corp. Capital Accumulation Plan
           ---------------------------------------------

(a)   Other Formula for Limiting Annual Additions to Meet 415 - If the Employer,
      or any employer required to be aggregated with the Employer under Code
      Section 415, maintain any other qualified defined contribution plans or
      any "welfare benefit fund", "individual medical account", or "simplified
      medical account", annual additions to such plans shall be limited as
      follows to meet the requirements of Code Section 415:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Plan Number:48263                                                Non-Std PS Plan
The CORPORATEplan for RETIREMENT/SM/                                    02/01/99

                 (C) 1999 Fidelity Management & Research Company

                                       51