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

   1
                                                                   EXHIBIT 10.68

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


         THIS SECOND AMENDMENT, dated as of the fifteenth 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 Schedule "A" by adding a the second point to
                  subsection G, Other, as follows:

                  For terminated and retired participants with outstanding
                  loans: Fidelity shall provide to these participants a loan
                  coupon book for the purpose of scheduling and processing loan
                  repayments.

         IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Second
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/ Xxxxxxx Xxxxxxxx    12/11/97        By: /s/ Xxxxx Xxxxxxxxxxx   12/26/97
    --------------------------------            --------------------------------
Title: Vice President           Date             Vice President             Date