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EXHIBIT 10.67
FIRST AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
HADCO CORPORATION
THIS FIRST AMENDMENT, dated as of the first day of October, 1997, 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 Sponsor has informed the Trustee that the Zycon
Corporation Profit Sharing 401(k) Plan will merge into the Hadco Corporation
Retirement Plan and has directed the Trustee to accept and hold the assets of
the Zycon Corporation Profit Sharing 401(k) 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 the Trust Agreement to add the following "WHEREAS"
clause:
WHEREAS, the Sponsor wishes to establish two trusts:
one, for which Hadco Corporation serves as trustee, to hold
assets attributable to the Balanced Account; and the other for
which the Trustee serves as trustee, a trust to hold and
invest the remaining plan assets under the Plan for the
exclusive benefit of participants in the Plan and their
beneficiaries; and
(2) Amending Section 4(b)(i) AVAILABLE INVESTMENT OPTIONS by
redefining "Mutual Fund" as follows:
(i) securities issued by investment companies advised by
Fidelity Management & Research Company and certain securities
issued by registered investment companies not advised by
Fidelity Management & Research Company (collectively, "MUTUAL
FUNDS").
(3) Amending Section 4(b) by adding new subsection (vi) as
follows:
(vi) separately managed portfolios, namely the Balanced
Account for which the Investment Manager is Wentworth Xxxxxx,
respectively, as described in Section 3(38) of ERISA, and for
which the Trustee has no responsibility with regard investment
selections.
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(4) Amending Section 4(d) by inserting the following sentence
before the first sentence of the Section:
All transactions involving Non-Fidelity Mutual Funds shall be
done in accordance with the OPERATIONAL GUIDELINES FOR
NON-FIDELITY MUTUAL FUNDS attached hereto as Schedule "I".
(5) Amending the "money classifications" section of Schedule "A"
by adding the following:
- Pre Tax Contributions QJ&S*
- After Tax Contributions QJ&S*
- Company Match QJ&S*
- Rollover QJ&S*
- Profit Sharing QJ&S*
- Sign On Bonus QJ&S*
- Pre Tax Contributions**
- Company Match**
- Rollover**
- Profit Sharing
- Sign On Bonus**
- Zycon Company Match
- Zycon Profit Sharing
* "QJ&S" indicates the source is eligible for payment as
Qualified Joint & Survivor Annuity.
** Eligible for pre-approved loans. The other sources not
eligible for pre-approved loans will require spousal
consent.
(6) Amending the "investment options" section of Schedules "A" and
"C" by adding the following:
- The Balanced Account (frozen to new investments)
- The Stock Account (also referred to as the "Harris,
Bretall, Xxxxxxxx & Xxxxx Growth Equity Fund")
(frozen to new investments)
(7) Amending Schedule "B" by adding "Non-Fidelity Mutual Funds" as
follows:
Non-Fidelity Mutual Funds: .25 % annual administration fee
on all Non-Fidelity Mutual Fund
assets except for the Xxxxxx
Xxxxxxx fund (to be paid by the
Non-Fidelity Mutual Fund
vendor).
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Xxxxxx Xxxxxxx Fund: .25 % annual administration fee
on all assets; .10% per annum
to be paid by Xxxxxx Xxxxxxx.
.15 % per annum to be paid by
the Sponsor.
(8) Adding Schedule "J" OPERATING AGREEMENT FOR THE BALANCED
ACCOUNT IN THE HADCO CORPORATION RETIREMENT PLAN as attached.
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this First
Amendment to be executed by their duly authorized officers effective as of the
day and year first written.
HADCO CORPORATION FIDELITY MANAGEMENT TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxx 10/6/97
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Title: Vice President Date Vice President Date
