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                                                                    Exhibit 10.3

                                HADCO CORPORATION
                               CLERK'S CERTIFICATE


         The undersigned, JAMES C. HAMILTON, hereby certifies that he is the
duly elected Clerk of HADCO CORPORATION, a Massachusetts corporation, that the
following resolution was duly adopted by the Board of Directors of the
Corporation at a meeting held on December 9 and 10, 1999, and that Exhibit A
attached hereto is a true and complete copy of the amendments referred to in
said resolution:

         VOTED:   To amend the Hadco Corporation Retirement Plan in accordance
                  with Exhibit "A" hereto.

         IN WITNESS WHEREOF, I have set my hand and the seal of the Corporation
this 29h day of February 2000.


Attest:

                                              /s/ James C. Hamilton
                                             -----------------------------------
                                              JAMES C. HAMILTON, Clerk
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                   HADCO CORPORATION RETIREMENT PLAN AMENDMENT

                                   EXHIBIT "A"


1. The definition of "Entry Date" in Section 1.17 is amended to read as follows,
effective for Plan Years beginning on or after January 1, 2000 (new language is
in BOLD):

"1.17 ENTRY DATE SHALL MEAN, FOR PLAN YEARS BEGINNING ON OR AFTER JANUARY 1,
2000, THE FIRST DAY OF ANY CALENDAR MONTH FOLLOWING THE DATE A PARTICIPANT MEETS
THE ELIGIBILITY REQUIREMENTS OF SECTION 2.01 OF THE PLAN. FOR PLAN YEARS ENDING
ON OR BEFORE DECEMBER 31, 1999, ENTRY DATE shall mean any January 1, April 1,
July 1 or October 1 following the date a Participant meets the eligibility
requirements of Section 2.01 of the Plan."

2. The first paragraph of Section 2.01, relating to eligibility to participate
in the Plan, is amended to read as follows, effective for Plan Years beginning
on or after January 1, 2000 (new language is in BOLD):

"2.01 INITIAL PARTICIPATION

         For Plan Years ending on or before December 31, 1987, each Employee,
other than an Employee who is covered by a collective bargaining agreement under
which retirement benefits were the subject of good faith bargaining, shall
commence participation hereunder on the first day of the month next following
his completion of a Participation Computation Period during which he completed
one thousand (1,000) Hours of Service, but in no event earlier than the
Effective Date. For Plan Years beginning on or after January 1, 1988, each
Employee, other than an Employee who is covered by a collective bargaining
agreement under which retirement benefits were the subject of good faith
bargaining, shall commence participation hereunder on the Entry Date next
following the completion of a six month period of service with the Employer
without regard to the number of Hours of Service completed. FOR PLAN YEARS
BEGINNING ON OR AFTER JANUARY 1, 2000, EACH EMPLOYEE, OTHER THAN AN EMPLOYEE WHO
IS COVERED BY A COLLECTIVE BARGAINING AGREEMENT UNDER WHICH RETIREMENT BENEFITS
WERE THE SUBJECT OF GOOD FAITH BARGAINING, SHALL COMMENCE PARTICIPATION
HEREUNDER ON THE ENTRY DATE NEXT FOLLOWING THE COMPLETION OF A ONE-MONTH PERIOD
OF SERVICE WITH THE EMPLOYER WITHOUT REGARD TO THE NUMBER OF HOURS COMPLETED,
BUT IN NO EVENT PRIOR TO FEBRUARY 1, 2000."