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                                                                   EXHIBIT 10.69


                   THIRD AMENDMENT TO TRUST AGREEMENT BETWEEN
                      FIDELITY MANAGEMENT TRUST COMPANY AND
                                HADCO CORPORATION


         THIS THIRD AMENDMENT, dated as of the first day of January, 1998, by
and between Fidelity Management Trust Company (the "Trustee") and Hadco
Corporation (the "Sponsor");

                                   WITNESSETH:

         WHEREAS, the Trustee and the Sponsor heretofore entered into a Trust
Agreement dated June 1, 1996, with regard to the Hadco Corporation Retirement
Plan (the "Plan"); and

         WHEREAS, the Trustee and the Sponsor now desire to amend said Trust
Agreement as provided for in Section 13 thereof,

         NOW THEREFORE, in consideration of the above premises the Trustee and
the Sponsor hereby amend the Trust Agreement by:

         (1)      Amending Section 4(e) by restating as follows:

                  (e)      NOTES.

                  (i)      NOTES ON CONTRIBUTIONS TO THE HADCO CORPORATION
                  RETIREMENT PLAN BEFORE JULY 1, 1996 AND ON CONTRIBUTIONS TO
                  THE ZYCON CORPORATION PROFIT SHARING 401(K) PLAN BEFORE
                  OCTOBER 1, 1997. The Administrator shall act as the Trustee's
                  agent for the purpose of holding all trust investments in
                  participant loan notes and related documentation and as such
                  shall (i) hold physical custody of and keep safe the notes and
                  other loan documents, (ii) separately account for repayments
                  of such loans and clearly identify such assets as Plan assets,
                  (iii) collect and remit all principal and interest payments to
                  the Trustee, and (iv) cancel and surrender the notes and other
                  loan documentation when a loan has been paid in full. To
                  originate a participant loan, the Plan participant shall
                  direct the Trustee as to the type of loan to be made from the
                  participant's individual account. Such directions shall be
                  made by Plan participants by use of the telephone exchange
                  system maintained for such purpose by the Trustee or its
                  agent. The Trustee shall determine, based on the current value
                  of the participants account, the amount available for the
                  loan. Based on the interest rate supplied by the Sponsor in
                  accordance with the terms of the Plan, the Trustee shall
                  advise the participant of such interest rate, as well as the
                  installment payment amounts. The Trustee shall forward the
                  loan document to the participant for execution and submission
                  for approval to the Administrator. The Administrator shall
                  have the responsibility for approving the loan and instructing
                  the Trustee to send the loan proceeds to the Administrator or
                  to the participant if so directed by the Administrator. In all
                  cases, approval or disapproval by the Administrator shall be
                  made within thirty (30) days of the participant's initial
                  request (the origination date).


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                  (ii)     NOTES ON ALL OTHER CONTRIBUTIONS. The Administrator
                  shall act as the Trustee's agent for participant loan notes
                  and as such shall (i) separately account for repayments of
                  such loans and clearly identify such assets as Plan assets and
                  (ii) collect and remit all principal and interest payments to
                  the Trustee. To originate a participant loan, tile Plan
                  participant shall direct the Trustee as to the term and amount
                  of the loan to be made from the participant's individual
                  account. Such directions shall be made by Plan participants by
                  use of the telephone exchange system maintained for such
                  purpose by the Trustee or its agent. The Trustee shall
                  determine, based on the current value of the participant's
                  account on the date of the request and any guidelines provided
                  by the Sponsor, the amount available for the loan. Based on
                  the interest rate supplied by the Sponsor in accordance with
                  the terms of the Plan, the Trustee shall advise the
                  participant of such interest rate, as well as the installment
                  payment amounts. The Trustee shall distribute the Participant
                  loan agreement and truth-in-lending disclosure with the
                  proceeds check to the participant. To facilitate
                  recordkeeping, the Trustee may destroy the original of any
                  promissory note made in connection with a loan to a
                  participant under the Plan, provided that the Trustee first
                  creates a duplicate by a photographic or optical scanning or
                  other process yielding a reasonable facsimile of the
                  promissory note and the Plan participant's signature thereon,
                  which duplicate may be reduced or enlarged in size from the
                  actual size of the original promissory note.

         IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this third
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.

HADCO CORPORATION                           FIDELITY MANAGEMENT TRUST COMPANY


By: /s/ Timothy Matthews      2/4/98        By: /s/ John DiBenedetto   2/18/98
    --------------------------------            ------------------------------
Title: Vice President           Date             Vice President           Date