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                                                           EXHIBIT 10.44 to 10-K

                                  AMENDMENTS TO
                        HADCO CORPORATION RETIREMENT PLAN


         The following amendments to the HADCO CORPORATION RETIREMENT PLAN were
adopted by the Board of Directors of HADCO CORPORATION on September 15, 1997,
effective as stated:

1.       Effective as of October 1, 1997, Section 1.12 of the Plan is amended to
         read as follows:

"1.12    EARLY RETIREMENT DATE shall mean the date the Participant attains age
         fifty-five (55) and completes seven (7) Years of Service."

2.       Effective as of January 1, 1997, Section 1.14 of the Plan is amended by
         adding the following new paragraph thereto:

         "Notwithstanding the preceding paragraph, if a group of individuals
         would otherwise become Employees within the meaning of this Section
         1.14 as a result of an asset or stock acquisition, merger or other
         similar transaction occurring on or after January 1, 1997, such
         individuals shall not become Employees hereunder until the date the
         Board of Directors of the Employer affirmatively votes to include such
         group in the Plan."

3.       Effective as of January 1, 1997, Section 1.24 of the Plan is amended to
         read as follows:

"1.24    HIGHLY COMPENSATED EMPLOYEE shall mean, for Plan Years beginning on or
         after January 1, 1997, an Employee who performs services for the
         Employer during the determination year and (a) was a five percent owner
         at any time during the determination year or the look-back year or (b)
         received 414(q) Compensation from the Employer in excess of $80,000.00
         for the look-back year and was in the top-paid group of Employees for
         such look-back year.

         For Plan Years ending on or before December 31, 1996, Highly
         Compensated Employee shall mean an Employee who performs services for
         the Employer during the determination year and is in one or more of the
         following groups:

         (a)   Employees who were five percent owners of the Employer at any
               time during the look-back year or the determination year;

         (b)   Employees who received 414(q) Compensation during the look-back
               year in excess of $75,000.00;

         (c)   Employees who received 414(q) Compensation during the look-back
               year in excess of $50,000.00 and who were in the top paid group
               for the look-back year;


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         (d)   Employees who were officers of the Employer during the look-back
               year and who received 414(q) Compensation during the look-back
               year in excess of 50% of the limit in effect under Section
               415(b)(1)(A) of the Code for that year; and

         (e)   Employees who were in the group of the one hundred Employees who
               received the most 414(q) Compensation from the Employer during
               the determination year and are also described in any of
               paragraphs (b), (c) or (d) above when those paragraphs are
               modified to substitute the determination year for the look-back
               year.

         Highly Compensated Employee shall also include any former Employee who
         separated from service prior to the determination year and who was an
         active Highly Compensated Employee in the year of separation or in any
         determination year after attaining age 55, except as provided in the
         following sentence. A former Employee who separated from service prior
         to 1987 shall be treated as Highly Compensated Employee only if during
         the separation year, the year preceding the separation year, the last
         year ending before the Employee's 55th birthday, or any year after the
         Employee attained age 55, the Employee was a five percent owner or
         received 414(q) Compensation in excess of $50,000.00.

         The following rules apply for purposes of this definition:

         The "determination year" shall be the Plan Year for which testing is
         being performed. The "look-back year" shall be the twelve-month period
         immediately preceding the determination year.

         Each Employee who is, on any day during a determination year or
         look-back year ending on or before December 31, 1996, a Family Member
         of either a five percent owner who is an active or former Employee or a
         Highly Compensated Employee who is one of the ten most highly
         compensated Employees, ranked on the basis of 414(q) Compensation paid
         by the Employer during such year, shall be aggregated with the five
         percent owner or top ten Highly Compensated Employee. In such case, the
         Family Members and five percent owner or top ten Highly Compensated
         Employee shall be treated as a single Employee receiving compensation
         and plan contributions or benefits equal to the sum of such
         compensation, contributions or benefits of the Family Member and five
         percent owner or top ten Highly Compensated Employee.

         The determination of who is a Highly Compensated Employee, including
         the determination of Employees who are five percent owners, the number
         and identity of Employees in the top-paid group, the top one hundred
         Employees, the number of Employees treated as officers, and the
         compensation that is considered (including adjustments by the Secretary
         of the Treasury for cost of living changes), will be made in accordance
         with Section 414(q) of the Code and the regulations thereunder."

4.       Effective as of January 1, 1997, Section 1.28 of the Plan is amended to
         read as follows:

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"1.28    LEASED EMPLOYEE shall mean any individual (other than an Employee) who,
         pursuant to an agreement between the Employer and any other person
         (referred to as the "leasing organization") has performed services for
         the Employer on a substantially full time basis for a period of at
         least one year, if such services are performed under the primary
         direction or control of the Employer. Contributions or benefits
         provided a Leased Employee by the leasing organization which are
         attributable to services performed for the Employer shall be treated as
         provided by the Employer.

         A Leased Employee shall not be considered an Employee if: (a) such
         individual is covered by a money purchase pension plan providing (i) a
         nonintegrated employer contribution rate of at least ten percent of
         compensation as defined in Code Section 415(c)(3), but including
         amounts contributed pursuant to a salary reduction agreement which are
         excludable from the employee's gross income under Code Sections 125,
         402(a)(8), 402(h) or 403(b), (ii) immediate participation, and (iii)
         full and immediate vesting; and (b) Leased Employees do not constitute
         more than 20 percent of the Non-Highly Compensated Employees of the
         Employer."

5.       Effective October 1, 1997, Section 1.43 of the Plan is amended to read
         as follows:

"1.43    QUALIFIED JOINT AND SURVIVOR ANNUITY generally shall mean an annuity
         for the life of the Participant with a survivor annuity for the life of
         his spouse which is equal to two-thirds of the annuity payable during
         the joint lives of the Participant and his spouse, and which is the
         actuarial equivalent of a single life annuity for the life of the
         Participant. For benefits payable from account balances originally
         accrued under the Zycon Corporation Profit Sharing 401(k) Plan,
         QUALIFIED JOINT AND SURVIVOR ANNUITY shall mean an annuity for the life
         of the Participant with a survivor annuity for the life of his spouse
         which is equal to fifty percent (50%) of the annuity payable during the
         joint lives of the Participant and his spouse, and which is the
         actuarial equivalent of a single life annuity for the life of the
         Participant."

6.       Effective October 1, 1997, Section 1.51 of the Plan shall be amended by
         adding the following sentence thereto:

         "For purposes of crediting Years of Service under this Plan, an
         individual who becomes an Employee as a result of an asset or stock
         acquisition, merger or other similar transaction shall receive credit
         for service with his prior employer who was a party to such
         transaction."

7.       Effective October 1, 1997, Section 2.01 of the Plan shall be amended by
         adding the following new paragraph thereto:

         "For purposes of determining eligibility to participate in this Plan,
         an individual who becomes an Employee as a result of an asset or stock
         acquisition, merger or other similar transaction shall receive credit
         for service with his prior employer who was a party to such
         transaction."


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8.       Effective for Plan Years beginning on or after January 1, 1997, Section
         3.01 of the Plan is amended to provide that the Employer's Profit
         Sharing Contributions shall be allocated based upon Compensation
         received during the Fiscal Year rather than during the Plan Year.
         Accordingly, the last paragraph of Section 3.01 is amended to read as
         follows:

         "The Profit Sharing Contribution for each Fiscal Year shall be paid to
         the Trustee as soon as practicable after the end of the Fiscal Year,
         but in any event not later than the due date for the Employer's federal
         income tax return for such Fiscal Year, including extensions. If no
         Profit Sharing contribution is to be made for a particular Fiscal Year,
         the Employer shall so notify the Trustee within sixty (60) days after
         the end of such Fiscal Year. Profit Sharing Contributions shall be
         allocated to the Profit Sharing Accounts of those Participants who
         shall have received any 401(k) Compensation during such Fiscal Year and
         who are employed on the last day of the Fiscal Year. Such contribution
         shall be allocated according to the ratio that each such Participant's
         401(k) Compensation for the Fiscal Year bears to the total 401(k)
         Compensation of all such Participants for the Fiscal Year. For
         individuals who have become Participants during the 1997 Fiscal Year as
         a result of an asset or stock acquisition, merger or other similar
         transaction, the 401(k) Compensation to be taken into account hereunder
         for said Fiscal Year shall be 401(k) Compensation received during the
         period from January 1, 1997 through October 25, 1997 from the Employer
         or from the individual's prior employer who was a party to the
         transaction."

9.       Effective January 1, 1997, Section 3.06 of the Plan is amended to
         permit the Plan to accept Rollover Contributions in the form of a
         participant note for a plan loan assigned directly from another
         qualified plan or trust. Accordingly, Section 3.06 is amended to read
         as follows:

         "An Employee may, with the consent of the Plan Administrator and the
         Trustee, contribute to the Trust a participant note for a plan loan or
         cash as a Rollover Contribution from another qualified plan or trust or
         an individual retirement account or annuity in accordance with Sections
         402(a)(5), 403(a)(4) or 408(d)(3) of the Code and the regulations
         thereunder. A participant note for a plan loan must be assigned to the
         Trust directly from the other qualified plan or trust. The Plan
         Administrator or Trustee shall maintain a separate Rollover Account
         under the Trust for each Employee who has made a Rollover Contribution.
         All such Rollover Contributions and the investments thereon shall
         immediately become and at all times remain fully vested in the
         Employee. Rollover contributions shall not be taken into consideration
         in determining the limitations set forth in Section 3.09."

10.      Effective January 1, 1997, Section 3.09(b) is amended to eliminate the
         family aggregation rules. Accordingly, the fourth paragraph of said
         Section which begins with the phrase "For purposes of the ADP Tests
         under paragraphs (i) and (ii) above. . ." is amended by inserting the
         phrase "For Plan Years ending on or before December 31, 1996," at the
         beginning thereof.


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11.      Effective January 1, 1997, Section 3.10(b) is amended to eliminate the
         family aggregation rules. Accordingly, the fourth paragraph of said
         Section which begins with the phrase "For purposes of the ACP Tests
         under paragraphs (i) and (ii) above. . ." is amended by inserting the
         phrase "For Plan Years ending on or before December 31, 1996," at the
         beginning thereof.

12.      Effective January 1, 1997, Section 3.10(c) is amended by inserting the
         phrase "For Plan Years ending on or before December 31, 1996" at the
         beginning of the second sentence of the paragraph (ii) thereof, and by
         inserting the following as the last sentence of said paragraph (ii):

         "For Plan Years beginning on or after January 1, 1997, any distribution
         of excess contributions for any Plan Year shall be made to Highly
         Compensated Employees on the basis of the amount of contributions by,
         or on behalf of, each of such Employees."

13.      Effective January 1, 1997, Section 3.10(d) is amended by inserting the
         phrase "For Plan Years ending on or before December 31, 1996" at the
         beginning of the second sentence of the first paragraph thereof, and by
         inserting the following as the third sentence of said paragraph:

         "For Plan Years beginning on or after January 1, 1997, any distribution
         of excess aggregate contributions for any Plan Year shall be made to
         Highly Compensated Employees on the basis of the amount of
         contributions by, or on behalf of, each of such Employees."

14.      Effective October 1, 1997, Section 6.01(b) of the Plan is amended by
         adding the following sentence thereto:

         "For benefits payable from account balances originally accrued under
         the Zycon Corporation Profit Sharing 401(k) Plan prior to October 1,
         1997, the Plan benefit to be distributed to a Participant shall be paid
         in the form of a Qualified Joint and Survivor Annuity."

15.      Effective October 1, 1997, Section 6.01(c) of the Plan is amended and a
         new Section 6.01(d) is added to read as follows:

         "(c)  For benefits accrued prior to July 1, 1996 (or, with respect to
               account balances originally accrued under the Zycon Corporation
               Profit sharing 401(k) Plan, for benefits accrued prior to 
               October 1, 1997), if a Participant elects to waive a benefit in
               the form described in paragraph (b) above, in accordance with the
               election procedures described in Section 6.04 below, he may
               choose to receive a benefit in any one of the following forms or
               in a combination of any of the following forms:

               (i)   a single sum cash distribution equal to the total amount
                     contained in his Participant Account;


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               (ii)  An annuity for the life of the Participant;

               (iii) A contingent annuitant annuity;

               (iv)  A year certain and life annuity; or

               (v)   A full cash refund annuity.

         (d)   For benefits accrued on or after July 1, 1996 (or, with respect
               to account balances originally accrued under the Zycon
               Corporation Profit Sharing 401(k) Plan, for benefits accrued on
               or after October 1, 1997), a Participant may choose to receive a
               benefit in either of the following forms or in a combination of
               the following forms:

               (i)   A single sum cash distribution equal to the total amount
                     contained in his Participant Account;

               (ii)  Payments in monthly, quarterly, semiannual or annual cash
                     installments over a period certain extending not longer
                     than the Participant's life expectancy (or the life
                     expectancy of the Participant and his designated
                     beneficiary) based upon the total value of his
                     Participant's Account."

16.      Effective October 1, 1997, Section 6.03(b) is amended by adding the
         following sentence thereto:

         "For benefits payable from account balances originally accrued under
         the Zycon Corporation Profit Sharing 401(k) Plan prior to October 1,
         1997, unless otherwise elected as provided in Section 6.04 below, the
         Plan benefit to be distributed to the spouse of a Participant who is
         married and who dies before benefits have commenced shall be paid in
         the form of a qualified pre-retirement survivor annuity."

17.      Effective October 1, 997, Section 6.03(c) is amended to read as
         follows:

         "If a Participant or his spouse elects to waive a benefit in the form
         of a qualified pre-retirement survivor annuity in accordance with the
         election procedures described in Section 6.04 below, or if the
         Participant's is not married or has not been married for the one-year
         period ending on the date of the Participant's death, or if the value
         of the Participant's Account is $3,500.00 or less for benefits accrued
         on or after July 1, 1996 (or, for benefits accrued under the Zycon
         Corporation Profit Sharing 401(k) Plan, benefits accrued on or after
         October 1, 1997), the Plan benefit to be distributed in the event of a
         Participant's death to or for the benefit of his Beneficiary shall be
         paid in a single sum cash distribution as soon as administratively
         feasible following the date the Plan Administrator receives notice of
         the Participant's death. For Plan Years beginning on or after
         January 1, 1998, the $3,500.00 dollar limit stated above shall be
         changed to $5,000.00."




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18.      Effective October 1, 1997, the opening paragraph of Section 6.04(a) of
         the Plan is amended to read as follows:

         "For any Participant whose Participant Account includes benefits
         accrued on or before June 30, 1996 (or, for benefits accrued under the
         Zycon Corporation Profit Sharing 401(k) Plan, benefits accrued on or
         before September 30, 1997), within a reasonable time before or after
         the Participant's annuity starting date consistent with regulations of
         the Secretary of the Treasury, the Plan Administrator shall notify the
         Participant in writing of:"

19.      Effective October 1, 1997, the first sentence of Section 6.04(b) of the
         Plan is amended by inserting the phrase "(or, for benefits accrued
         under the Zycon Corporation Profit Sharing 401(k) Plan, benefits
         accrued on or before September 30, 1997)" after the Words "June 30,
         1996".

20.      Effective October 1, 1997, Section 6.04(e) of the Plan is amended to
         read as follows:

         "The election to waive a Qualified Joint and Survivor Annuity must be
         made within the ninety (90) day period ending on the date the
         Participant's benefits would commence or, if later, no sooner than
         thirty (30) days from the date the written notice described in this
         section was given; provided, however, that a distribution cannot be
         made sooner than thirty (30) days from the date such notice was given
         unless the Participant (and, if applicable, the Participant's spouse)
         consents and the distribution commences at least seven (7) days after
         the date of such notice. Any consent shall satisfy such requirements as
         may be prescribed under regulations of the Secretary of the Treasury."

21.      Effective January 1, 1998, Section 6.06 of the Plan shall be amended by
         adding the following sentence thereto:

         "For Plan Years beginning on or after January 1, 1998, the $3,500.00
         dollar limit stated above shall be changed to $5,000.00."

22.      Effective October 1, 1997, the second paragraph of Section 7.01 of the
         Plan shall be amended to read as follows:

         "Any election to receive a lump sum distribution of a Participant's
         vested interest in his Participant's Account must be made by notice to
         the Plan Administrator. If any portion of the Participant's Account was
         accrued on or before June 30, 1996 (or, for benefits originally accrued
         under the Zycon Corporation Profit Sharing 401(k) Plan, or on before
         September 30, 1997) and if the Participant is married, the spouse of
         the Participant must consent to any lump sum distribution in excess of
         $3,500.00. The spouse's consent must be in writing and must acknowledge
         the effect of the election. The spouse's signature must be witnessed by
         a Plan representative or a notary public."

23.      Effective January 1, 1998, Section 7.01 of the Plan shall be amended by
         adding the following sentence to the end of the third paragraph
         thereof;

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         "For Plan Years beginning on or after January 1, 1998, the $3,500.00
         dollar limit stated herein shall be changed to $5,000.00."

24.      Effective October 1, 1997, Section 9.03(a) of the Plan shall be amended
         to read as follows:

         "(a)  The Plan Administrator shall create and maintain adequate records
               to disclose the interest in this Plan of each Participant and
               Beneficiary. Such records shall be in the form of individual
               accounts, including Profit Sharing Accounts, 401(k) Accounts,
               Matching Contributions Accounts, After-Tax Contributions Accounts
               and Rollover Accounts. The Plan Administrator shall segregate
               account balances accrued under this Plan on or before June 30,
               1996 from account balances accrued after June 30, 1996. The Plan
               Administrator shall segregate account balances accrued under the
               Zycon Corporation Profit Sharing 401(k) Plan on or before
               September 30, 1997 from account balances accrued after 
               September 30, 1997."

25.      Effective as of January 1, 1997, Section 10.07(c) of the Plan is
         amended to read as follows:

         "(c)  The entire interest of a Participant either:

               (i)   will be distributed to him not later than the required
                     beginning date, as defined below, or

               (ii)  will be distributed, commencing not later than such
                     required beginning date, (A) in accordance with regulations
                     prescribed by the Secretary of the Treasury, over the life
                     of such Participant or over the lives of such Participant
                     and a designated beneficiary or (B) in accordance with such
                     regulations, over a period not extending beyond the life
                     expectancy of such Participant or the life expectancy of
                     such Participant and a designed beneficiary.

               As used herein, for Plan Years ending on or before December 31,
               1996, the term "required beginning date" means April 1, of the
               calendar year in which the Participant attains age 70 1/2. For
               Plan Years beginning on or after January 1, 1997, the term
               "required beginning date" means April 1 or the calendar year
               following the later of (I) the calendar year in which the
               Participant attains age 70 1/2 or (II) the calendar year in which
               the Participant retires; provided, however, that clause (II)
               shall not apply in the case of a Participant who is a five
               percent owner with respect to the Plan Year in which he attains
               age 70 1/2. In the case of a Participant to whom clause (II)
               applies who retires in a calendar year after the calendar year in
               which he attains age 70 1/2. In the case of a Participant to whom
               clause (II) applies who retires in a calendar year after the
               calendar year in which he attains age 70 1/2, the Participant's
               accrued benefit shall be actuarially increased to take into
               account the period after age 70 1/2 in which the Participant was
               not receiving any benefits under the Plan."


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26.      Effective January 1, 1997, Section 12.02 of the Plan shall be amended
         by adding the following paragraph thereto:

         Upon any merger or consolidation of the Plan with another plan, or
         transfer of assets and liabilities of the Plan to such other plan, the
         Board of Directors of the Employer may authorize the Plan Administrator
         to allocate immediately prior to the merger, consolidation or transfer
         any amounts then held in a suspense account. If the suspense account
         includes Forfeitures from Profit Sharing Accounts, the suspense account
         shall be allocated among all Participants who have a balance in their
         Profit Sharing Account according to the ratio that the balance of each
         such Participant's Profit Sharing Account bears to the total balance of
         all Participants' Profit Sharing Accounts as of the date of allocation.
         If the suspense account include Forfeitures from Matching Contributions
         Accounts, the suspense account may be allocated (a) to reduce the
         amount of Matching Contributions then due from the Employer fro the
         current Plan Year or (b) among those Participants who have a balance in
         their 401(k) and Matching Contributions Accounts according to the ratio
         that the aggregate of each such Participant's Matching Contributions
         Account and 401(k) Account bears to the total balance of all
         Participants' 401(k) and Matching Contributions Accounts. Allocations
         under this Section 12.02 shall be subject to the provisions of Sections
         3.09 and 3.10."



                                         ATTEST:



                                         ----------------------------
                                         JAMES C. HAMILTON, Clerk