HADCO CORP, 10-K405, 1999-01-13

HADCO CORP
10-K405, 1999-01-13
PRINTED CIRCUIT BOARDS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 1998

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 0-12102

------------------------

HADCO CORPORATION
(Exact name of registrant as specified in its charter)

MASSACHUSETTS 04-2393279
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

12A MANOR PARKWAY, SALEM, NEW HAMPSHIRE 03079
(Address of principal executive offices) (Zip Code)

(603) 898-8000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.05
par value

------------------------

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __.

The aggregate market value of voting Common Stock held by non-affiliates of
the registrant was $478,172,398 based on the price of the last reported sale on
the over-the-counter National Market System on January 6, 1999 as reported by
NASDAQ.

As of January 6, 1999, there were 13,469,645 shares of Common Stock, $.05
per value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The Company intends to file a definitive proxy statement pursuant to
Regulation 14A within 120 days of the end of the fiscal year ended October 31,
1998. Portions of such proxy statement are incorporated by reference into Part
III of this Report.
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<PAGE> 2

Except for the historical information contained herein, the matters
discussed in this Annual Report on Form 10-K are forward-looking statements that
involve risks and uncertainties. Hadco Corporation makes such forward-looking
statements under the provision of the "Safe Harbor" section of the Private
Securities Litigation Reform Act of 1995. Any forward-looking statements should
be considered in light of the factors described below in Item 7 under "Factors
That May Affect Future Results." Actual results may vary materially from those
projected, anticipated or indicated in any forward-looking statements. In this
Annual Report on Form 10-K, the words "anticipates," "believes," "expects,"
"intends," "future," "could," and similar words or expressions (as well as other
words or expressions referencing future events, conditions or circumstances)
identify forward-looking statements.

As used herein, the terms "Company" and "Hadco," unless otherwise indicated
or the context otherwise requires, refer to Hadco Corporation and its
subsidiaries, including Hadco Phoenix, Inc. ("Hadco Phoenix") (formerly
Continental Circuits Corp. ("Continental")) and Hadco Santa Clara, Inc. ("Hadco
Santa Clara") (formerly Zycon Corporation ("Zycon")). Hadco Santa Clara holds
the assets formerly held by Zycon, and Hadco Phoenix holds the assets formerly
held by Continental. Zycon Corporation and Continental Circuits Corp. are
currently wholly owned subsidiaries of the Company and are merely name holding
entities. References herein to a fiscal year end relate to a year ending on the
last Saturday in October (for example, fiscal 1998 refers to the Company's
fiscal year ended October 31, 1998). On March 20, 1998, the Company acquired all
of the outstanding capital stock of Continental (the "Continental Acquisition"),
and on January 10, 1997, the Company acquired all of the outstanding capital
stock of Zycon (the "Zycon Acquisition"). The Continental Acquisition and the
Zycon Acquisition are collectively referred to herein as the "Acquisitions."
Unless otherwise indicated or the context otherwise requires, the results of
Zycon's operations and other financial information relating to Zycon since
January 10, 1997 are included in the Company's historical consolidated financial
information presented herein. Similarly, unless otherwise indicated or the
context otherwise requires, the results of Continental's operations and other
financial information relating to Continental since March 20, 1998 are included
in the Company's historical consolidated financial information presented herein.

PART I

ITEM 1. BUSINESS

GENERAL

Hadco is the largest manufacturer of advanced electronic interconnect
products in North America. The Company offers a wide array of sophisticated
manufacturing, engineering and systems integration services to meet its
customers' electronic interconnect needs.

The Company's principal products are multilayer rigid printed circuits,
backplane assemblies and systems assemblies. Printed circuits are the basic
platforms used to interconnect microprocessors, integrated circuits and other
components essential to the functioning of electronic systems. Backplane
assemblies are generally larger and thicker printed circuits on which connectors
are mounted to receive and interconnect printed circuits, integrated circuits
and other electronic components. Systems assemblies include the backplane, power
supply, fan card, cabling and system chassis.

Hadco's advanced manufacturing and assembly facilities are designed to meet
the accelerated time-to-market and time-to-volume requirements of its customers
whose markets are characterized by high growth rates, rapid technological
advances and short product life cycles. The Company has created development
groups at various facilities that work closely with customers during the early
stages of the product life-cycle in an effort to develop process changes and
refinements required for volume production. The types of projects managed by the
development groups include increased printed circuit density, advanced
electronic packaging, advanced materials, and new product offerings.

Hadco acquired Zycon on January 10, 1997. This acquisition increased
Hadco's net sales significantly, added approximately 600,000 square feet of
manufacturing space (approximately a 100% increase at the time)

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and substantially expanded the Company's manufacturing capabilities and
geographic reach. These acquired manufacturing capabilities include
state-of-the-art West Coast facilities for volume production of complex printed
circuits and backplane and system assemblies, a quick-turn prototype and design
facility on the East Coast, and a newly constructed facility for volume
production in Malaysia.

Hadco acquired Continental Circuits on March 20, 1998. This acquisition
also increased Hadco's net sales significantly, added approximately 305,000
square feet of manufacturing space, and further expanded the Company's
manufacturing capabilities and geographic reach. These acquired manufacturing
capabilities include a facility in Phoenix, Arizona for the volume production of
complex printed circuits, a quick-turn prototype facility in Austin, Texas, a
flexible printed circuit facility in California, and printed circuit engineering
and design sites in Texas, California, and Colorado. On January 7, 1999, the
Company preliminarily agreed to enter into a joint venture with Parlex
Corporation to market and manufacture flexible printed circuits. In connection
with such proposed joint venture, Parlex Corporation would initially acquire a
55% interest in the Company's flexible printed circuit facility in California.

The Acquisitions have broadened the Company's customer base, expanded its
involvement in various industry sectors, added new proprietary technologies and
increased its sales force.

The Company was incorporated in Massachusetts in 1966. The Company's
principal executive offices are located at 12A Manor Parkway, Salem, New
Hampshire 03079, and its telephone number is (603) 898-8000.

PRODUCTS AND SERVICES

The Company's products and services are designed to meet its customers'
interconnect needs for dense multilayer printed circuits and backplane and
system assemblies. Hadco offers complementary processes and capabilities that
span the product life-cycle. The Company's offering includes the following
products and services:

Development. Through development groups located at various facilities,
Hadco identifies, develops and markets new technologies that benefit its
customers. These development groups work closely with customers during all
stages of product life-cycles. For instance, process design changes and
refinements required for volume production are identified and implemented prior
to production. The development groups also focus on the special requirements of
the Company's customers, including increasing printed circuit densities,
electronic packaging and advanced materials and products.

Design. The Company provides design and engineering assistance in the
early stages of product development which assures both mechanical and electrical
considerations are integrated to achieve a high quality and cost effective
product. The Company also evaluates customer designs for manufacturability and,
when appropriate, recommends design changes to reduce manufacturing costs or
lead times or to increase manufacturing yields or the quality of finished
printed circuits. The Company believes that this long-term view of manufacturing
and customer relationships distinguishes the Company from many manufacturers
which compete primarily in the quick-turn market. By working closely with its
customers, the Company also gains a better understanding of the future
requirements of OEMs. This cooperative process shortens the time in transition
from the development of the prototype design to volume manufacturing and
facilitates the delivery of high quality products to customer premises in a
timely fashion.

Quick-Turn Prototype. Prototypes typically require lead times of three to
seven days, and as short as 24 hours. The Company provides quick-turn prototype
services to the product development groups of customers that require small test
quantities. Hadco offers these services through facilities in Massachusetts,
Texas and California. Prototype development at these facilities has included
multilayer printed circuits of up to 48 layers, embedded discrete components,
Multichip Modules (MCM), Single Chip Carriers (SCC), planar magnetics, advanced
surface finishes, and various high performance substrates for the high frequency
microwave market. These facilities also support advanced attachment technologies
such as Tape Automated Bonding (TAB), Direct Chip Attach (DCA) and High Density
Interposers (HDI). In combining the design of a printed circuit with the
manufacture of the prototype, Hadco can reduce the length of the
design/manufacture cycle. By working closely with customers at the design and
prototype stage, the Company believes it strengthens

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long-term relationships with its customers and gains an advantage in securing a
preferred vendor status when customers begin volume production.

Pre-Production. Pre-production is the manufacture of limited quantities of
electronic interconnects during the transition period from prototype to volume
production. Pre-production generally requires quick-turn delivery to accommodate
time-to-volume pressures or as a temporary solution for unforeseen customer
demands. Pre-production is done both in the quick-turn prototype and volume
production facilities.

Volume Production. Volume production is characterized by longer lead times
and increased emphasis on lower cost as the product moves to full-scale
commercial production. As customers increasingly demand a quick transition from
prototype to volume production, few independent manufacturers can provide
complex printed circuits of 20 or more layers in the volume provided by Hadco's
larger facilities. The Company operates six facilities located in California,
New York, New Hampshire, Arizona and Malaysia for medium and high-volume printed
circuit production.

Backplane and System Assembly. Backplanes are generally larger and thicker
printed circuits on which connectors are mounted to interconnect printed
circuits, integrated circuits and other electronic components. System assemblies
include the backplane, power supply, fan card, cabling and system chassis. Hadco
incorporates its own printed circuits in backplane and system assemblies to
provide customers with a high level of printed circuit technology on a
quick-turn and volume basis. Net sales of backplane and system assemblies
accounted for 17%, 11%, and 16% of total Company net sales during fiscal 1996,
1997 and 1998, respectively, and for 15% on a pro forma basis including
Continental during fiscal 1998. With its backplane and system assembly
operations, Hadco is one of a few companies that provides its customers with the
advantage of an integrated offering to meet their needs from development and
design through volume production to backplane and system assembly.

The Company's advanced process capabilities enhance each of the above
services and include:

Manufacture of High Performance Printed Circuits. At its quick-turn
prototype and volume production facilities, the Company produces technologically
advanced printed circuits primarily for the high performance market. These
printed circuits, used principally in the data communications and
telecommunications industries, are designed to function in high temperature
environments and at higher frequencies. Materials used by the Company for these
products include Teflon(R), cyanate ester, GETEK(R), liquid crystal polymers,
polymides, and bismaleimide triazine epoxies.

Development of Emerging Technologies. The Company undertakes projects to
develop advanced or improved processes, materials and product lines. Buried
Capacitance(TM) is an advanced material developed by the Company to provide
improved electrical performance and greater interconnect densities. The Company
receives revenue from sales of products containing this technology, as well as
net royalty income from licensing its use. In addition, the Company is
developing the microPath(TM) family of microvia processes, which include liquid
imaging, dry film imaging, plasma etching, and laser drilling. Microvias provide
a significant increase in printed circuit density. The Continental Acquisition
added PCA Design's microvia design methodology. The Company also produces rigid
flex printed circuit products utilizing licensed HVRFlex(TM) technology. These
products enable customers to fold a printed circuit and reduce the need for
cable connectors in the portable computer and telecommunications markets. See
Item 2, "Manufacturing and Facilities."

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MARKETS AND CUSTOMERS

Hadco's customers are a diverse group of original equipment manufacturers
(OEMs) and contract manufacturers in the computing (mainly workstations,
servers, mainframes, storage and notebooks), data
communications/telecommunications and industrial automation industries,
including process controls, automotive, medical and instrumentation. The
following table shows, for the periods indicated, the Company's net sales and
percentage of its net sales to the principal end-user markets it serves. The
information reflected in the table includes the combined operations of Zycon and
the Company since January 10, 1997 and of Continental and the Company since
March 20, 1998.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED,
--------------------------------------------
OCTOBER 26, OCTOBER 25, OCTOBER 31,
MARKETS 1996 1997 1998
- ------- ------------ ------------ ------------
(DOLLARS IN MILLIONS)

<S> <C> <C> <C> <C> <C> <C>
Computing......................................... $119.2 34% $205.0 32% $278.3 34%
Contract Assembly................................. 112.2 32 289.2 44 341.8 41
Data Communications/Telecommunications............ 94.7 27 119.1 18 146.7 18
Industrial Automation............................. 17.5 5 24.8 4 40.1 5
Other............................................. 7.1 2 10.6 2 19.5 2
------ --- ------ --- ------ ---
Total Net Sales................................... $350.7 100% $648.7 100% $826.4 100%
====== === ====== === ====== ===
</TABLE>

The Company supplied its products and services to a diverse base of
approximately 740 customers in fiscal 1998, including 93 customers with
purchases in excess of $1 million. The Company attempts to market its products
to customers who currently have, or have the potential to achieve, significant
market share in their respective industries. The following were the Company's
largest customers in fiscal 1998:

*Cabletron Systems *RSP Manufacturing
*Celestica *Nortel Networks
*Cisco Systems *SCI Systems
*Compaq Computer *Solectron
*Lucent Technologies *Storage Technology

During fiscal 1996, 1997 and 1998, no customer accounted for more than
approximately 15%, 15% and 17%, respectively, of Hadco's net sales. In fiscal
1998, one customer, Solectron, accounted for approximately 17% of the net sales
of the Company. The Company's ten largest customers together accounted for
approximately 48%, 47% and 51%, respectively, during the same periods.

The Company generally does not obtain long-term purchase orders or
commitments from its customers, and the orders received by the Company generally
require delivery within 90 days. However, many of the Company's customers have
maintained long-term purchasing relationships with the Company. See Item 7,
"Factors That May Affect Future Results -- Risks Relating to Variability of
Orders from Customers; Backlog."

During fiscal 1998, approximately 21% of the Company's net sales were
attributable to sales outside of the United States, principally in Canada and
Europe. The Company currently intends to expand its sales efforts outside of the
United States.

SALES AND MARKETING

The Company markets its products through its own sales and marketing
organization and independent manufacturers' representatives. The Company is
represented by independent manufacturers' representatives located in North
America, South America, Europe, Mexico, South Africa, Asia, Australia, New
Zealand and the Middle East. Regional direct sales offices are located
throughout North America, and in Ireland and Singapore. The Company's sales
organization also has a support staff of sales engineers and technical service
personnel responsible for technical liaison and problem solving, development of
product and market opportunities, market research and marketing communications.

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The Company focuses on developing close relationships with customers
beginning at the earliest development and design phases and continuing
throughout all stages of product production. The Company identifies, develops
and markets new technologies that benefit its customers and is intended to
position the Company as an important source for these solutions. The Company
hosts Regional Technology Symposiums at which the Company's technical
capabilities are presented to, and industry technical trends are discussed with,
customers of the Company.

SUPPLIER RELATIONSHIPS

Historically, the majority of raw materials used in the Company's
manufacture of printed circuits and components used in backplane and system
assemblies have been readily available. However, product changes and the overall
demand for electronic interconnect products could increase the industry's use of
new laminate materials, standard laminate materials, multilayer blanks,
electronic components and other materials, and therefore such materials may not
be readily available to the Company in the future. The Company believes that the
potential exists for a shortage of materials in the printed circuit and
electronic assembly industries which could have a material adverse effect on the
Company's manufacturing operations and future unit costs. In response to such
concerns, the Company engages in the normal industry practice of maintaining
primary and secondary vendors. There can be no assurances that shortages of
certain types of raw materials or components or price fluctuations will not
occur in the future. See Item 7, "Factors That May Affect Future
Results -- Risks of Inability to Obtain Raw Materials and Components."

The Company works with its suppliers to develop just-in-time supply systems
which reduce inventory carrying costs. The Company also maintains a Supplier
Certification Program which evaluates potential vendors on the basis of such
factors as quality, on-time delivery, cost, technical capability, and potential
technical advancement. Certification is based on both actual performance and
audits of vendors' manufacturing sites. Key suppliers are reviewed quarterly to
preserve strong relationships with these suppliers and maintain regular dialogue
on quality, cost and technical advancement issues.

COMPETITION

The electronic interconnect industry is highly fragmented and characterized
by intense competition. The Company believes that its major competitors are the
large U.S. and international independent and captive producers that also
manufacture multilayer printed circuits and provide backplane and other
electronic assemblies. Some of these competitors have significantly greater
financial, technical and marketing resources, greater name recognition and a
larger installed customer base than the Company. In addition, these competitors
may have the ability to respond more quickly to new or emerging technologies,
may adapt more quickly to changes in customer requirements and may devote
greater resources to the development, promotion and sale of their products than
the Company. Hadco competes on the basis of product quality, timeliness of
delivery, price, customer technical support and its integrated offering, from
development and design through volume production to backplane and system
assembly.

During periods of recession or economic slowdown in the electronics
industry and other periods when excess capacity exists, electronic OEMs are able
to negotiate lower prices, which could have a material adverse effect on the
Company's business, financial condition and results of operations. In addition,
the Company believes that price competition from printed circuit manufacturers
in Asia and other locations with lower production costs may play an increasing
role in the printed circuit markets in which the Company competes. This price
competition from Asian printed circuit manufacturers may intensify as a result
of economic turmoil, currency devaluations or financial market instability that
many Asian countries are currently experiencing. The Company's basic
interconnect technology is generally not subject to significant proprietary
protection, and companies with significant resources or international operations
may enter the market. Increased competition could result in price reductions,
reduced margins or loss of market share, any of which could materially adversely
affect the Company's business, financial condition and results of operations.

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products or services could expose the Company to new competition. Moreover, new
developments in the electronics industry could render existing technology
obsolete or less competitive and could potentially introduce new competition
into the industry. There can be no assurance that the Company will continue to
compete successfully against present and future competitors or that competitive
pressures faced by the Company will not have a material adverse effect on the
Company's business, financial condition and results of operations.

PRODUCT PROTECTION

The Company has obtained eleven United States patents and 25 foreign
patents directed to printed circuit boards and methods of manufacturing printed
circuit boards which expire between the years 2009 through 2014. Although Hadco
seeks to protect certain proprietary technology and other intangible assets
through patents and trademark filings, it has relatively few patents and relies
primarily on trade secret protection. There can be no assurance that the Company
will be able to protect its trade secrets or that others will not independently
develop substantially equivalent proprietary information and techniques or
otherwise gain access to the Company's trade secrets. The future success of the
Company will depend on the continued development of processes and capabilities.
The Company believes that its accumulated experience with respect to materials
and process technology is also important to its operations. See Item 3, "Legal
Proceedings and Claims."

RELEASED BACKLOG

The Company's released backlog as of October 31, 1998 was $140.1 million,
compared with $122.3 million as of October 25, 1997. The Company anticipates
delivering approximately 89% of its released backlog during its first quarter of
fiscal 1999. Released backlog consists of orders for which artwork has been
received, a delivery date has been scheduled and the Company anticipates it will
manufacture and deliver the order. Cancellation and postponement charges, to the
extent they exist with respect to released backlog, generally vary depending
upon the time of cancellation or postponement, and a significant portion of the
Company's released backlog at any time may be subject to cancellation or
postponement without penalty. Variations in the size, timing and delivery
schedules of purchase orders received by the Company, as well as changes in
customers' delivery requirements, may result in substantial fluctuations in
released backlog from period to period. Accordingly, the Company believes that
released backlog is not a meaningful indicator of future quarterly or annual
financial results.

EMPLOYEES

As of October 31, 1998, the Company had 7,673 employees, compared to 6,142
employees as of October 25, 1997. The employees are not represented by a union,
and the Company has never experienced any labor problems resulting in a work
stoppage.

ENVIRONMENTAL MATTERS

The Company is required to comply with all federal, state, county and
municipal regulations regarding protection of the environment. There can be no
assurance that more stringent environmental laws will not be adopted in the
future and, if adopted, the costs of compliance with more stringent
environmental laws could be substantial. Waste treatment and disposal are major
considerations for printed circuit manufacturers. The Company uses chemicals in
the manufacture of its products that are classified by the Environmental
Protection Agency (EPA) as hazardous substances. The Company is aware of certain
chemicals that exist in the ground at certain of its facilities. The Company has
notified various governmental agencies and continues to work with them to
monitor and resolve these matters. During March 1995, the Company received a
Record Of Decision (ROD) from the New York State Department of Environmental
Conservation (NYSDEC), regarding soil and groundwater contamination at its
Owego, New York facility. Based on a Remedial Investigation and Feasibility
Study (RIFS) for apparent on-site contamination at that facility and a Focused
Feasibility Study (FFS), each prepared by environmental consultants of the
Company, the NYSDEC has approved a remediation program of groundwater withdrawal
and treatment and iterative soil flushing. The

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Company has executed a Modification of the Order on Consent to implement the
approved ROD. The cost, based upon the FFS, to implement this remediation is
estimated to be $4.6 million, and is expected to be expended as follows:
$260,000 for capital equipment and $4.3 million for operation and maintenance
costs which will be incurred and expended over the estimated life of the program
of 30 years. In the summer of 1998, NYSDEC took additional samples from a
wetland area near the Company's Owego facility. Analytical reports of earlier
sediment samples indicated the presence of certain inorganics. The new samples
showed elevated levels of certain metals, but NYSDEC has not made a
determination as to the potential source of such metals, the remedial action to
be taken, or the persons to undertake and/or pay for any remediation. There can
be no assurance that the Company and/or other third parties will not be required
to conduct additional investigations and remediation at that location, the costs
of which are currently indeterminable due to the numerous variables described in
the fourth paragraph of this "--Environmental Matters" section.

See Item 3, "Legal Proceedings and Claims" for a discussion of certain
environmental matters relating to a printed circuit manufacturing facility
formerly operated by the Company in Florida.

The Company commenced the operation of a groundwater extraction system at
its Derry, New Hampshire facility to address certain groundwater contamination
and groundwater migration control issues. Further investigation is underway to
determine the areal extent of the groundwater contaminant plume. Because of the
uncertainty regarding both the quantity of contaminants beneath the building at
the site and the long-term effectiveness of the groundwater migration control
system the Company has installed, it is not possible to make a reliable estimate
of the length of time remedial activity will have to be performed. However, it
is anticipated that the groundwater extraction system will be operated for at
least 30 years. There can be no assurance that the Company will not be required
to conduct additional investigations and remediation relating to the Derry
facility. The total costs of such groundwater extraction system and of
conducting any additional investigations and remediation relating to the Derry
facility are not fully determinable due to the numerous variables described in
the fourth paragraph of this "--Environmental Matters" section.

Management believes the ultimate disposition of above known environmental
matters described in this "--Environmental Matters" section will not have a
material adverse effect upon the liquidity, capital resources, business or
consolidated financial position of the Company. However, one or more of such
environmental matters could have a significant negative impact on the Company's
consolidated financial results for a particular reporting period. See Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Note 9 of Notes to the Company's Consolidated Financial
Statements.

The Company plans additional capital expenditures during fiscal 1999 to
further reduce air emissions and reduce waste generation. See discussion under
Item 2, "Manufacturing and Facilities" concerning the Company's capital
expenditures relating to environmental control facilities and equipment, and
under Item 3, "Legal Proceedings and Claims" relating to lawsuits regarding
environmental matters.

ITEM 2. MANUFACTURING AND FACILITIES

The need for high volume production of dense multilayer printed circuits
requires complex manufacturing processes and necessitates high levels of
investment in facilities, advanced materials, production processes and product
design capabilities. The Company employs numerous advanced manufacturing
techniques and systems, including Computer Aided Manufacturing (CAM) systems,
Computer Integrated Manufacturing (CIM) systems, computer controlled drilling
and routing, laser drilling, dry-film imaging, multi-purpose metals plating,
high volume surface coating, dual-access electrical testing, automated optical
inspection, high-

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volume photoimageable solder mask processing, and computer controlled
high-volume lamination systems. These techniques enable Hadco to manufacture
multilayer printed circuits of consistent quality, in high volume and on a
timely basis. All of the Company's production facilities are ISO9002 certified.
See Item 1, "Business -- Products and Services."

Hadco has pursued a strategy of expanding the capacity and geographic scope
of its manufacturing facilities to better serve high growth segments of the
electronics industry in key geographic markets. The Company added approximately
600,000 square feet of manufacturing space through the Zycon Acquisition in
January 1997. In addition, with the Continental Acquisition in March 1998, the
Company added a volume manufacturing facility totaling 229,000 square feet in
Arizona, a 60,000 square foot quick-turn prototype facility in Texas, and a
16,000 square foot flexible printed circuit manufacturing facility in
California.

In total, the Company leases or owns approximately 1.6 million square feet
of manufacturing space. The Company's significant facilities are as follows:

<TABLE>
<CAPTION>
FUNCTION LOCATION SQUARE FEET
-------- ---------------------------------- -----------

<S> <C> <C>
Volume Production.................. Santa Clara and San Jose, CA 365,000*
Owego, NY 292,000
Phoenix, AZ 229,000
Derry, NH 200,000
Kuching, Malaysia 180,000
Hudson, NH 67,000

Quick-Turn Prototype............... Haverhill, MA 71,000
Watsonville, CA 46,000
Austin, TX 60,000

Backplane and System Assembly...... Salem, NH 60,000
Santa Clara, CA 37,000

Administrative..................... Salem, NH 53,000
Santa Clara, CA 30,000
Phoenix, AZ 21,000

Warehouse.......................... San Jose, CA 25,000
</TABLE>

- ---------------

* Does not include the 16,000 square foot flexible printed circuit facility in
San Jose, CA.

The Company owns its volume production facilities in Owego, New York,
Derry, New Hampshire, Hudson, New Hampshire and Phoenix, Arizona. The Company
leases its volume production and backplane and system assembly facilities in
Santa Clara and San Jose, California, which are located in four adjacent
buildings; the leases for these four buildings expire in March 2009, and contain
options to extend for up to two additional periods of five years each. The
Company leases the land on which the volume production facility in Kuching,
Malaysia is located for a period of 60 years, expiring in November 2055. The
Hudson, New Hampshire operations are located in two separate buildings, one of
which, containing 41,300 square feet, is owned by the Company, and the second of
which, containing 25,400 square feet, is leased with the lease expiring in
December 2000, with options to extend through December 2009.

Leases for the Company's quick-turn prototype facility in Haverhill,
Massachusetts expire in December 2003, with options on two of the leases to
extend for an additional five years and options on the third lease to extend for
an additional ten years. The lease for the Watsonville, California quick-turn
prototype facility expires in December 1999, with options to extend until
December 2011. The lease for the quick-turn prototype facility in Austin, Texas
expires in March 2004, with options to extend until March 2014.

The lease for the backplane and system assembly facility in Salem, New
Hampshire expires in May 2005, with options to extend until May 2011. The leases
for the Santa Clara, California buildings include the 37,000 square feet of
backplane and system assembly operations.

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As a result of the Continental Acquisition, the Company also leases a
flexible printed circuit manufacturing facility in San Jose, California. The San
Jose lease expires in December 2000.

The administrative and corporate offices in Salem, New Hampshire are
located in three separate buildings, one of which is covered by a lease expiring
in May 2003 with options to extend until May 2008, the second of which is
covered by a lease expiring in May 2008, and the third of which is a lease
expiring in July 2003, with options to extend until July 2009. The leases for
the Santa Clara, California buildings include the 30,000 square feet of
administrative space. The Phoenix, Arizona facilities include 21,000 square feet
of administrative and office space.

The lease for the warehouse space in San Jose, California extends for ten
years from commencement of the lease term for the entire area subject to the
lease, and commencement of the lease term has not yet occurred. The Company is
currently in early occupancy of 25,000 square feet of warehouse space. The lease
includes one option to extend for an additional five year term.

Additionally, the Company owns approximately six acres of land in Salem,
New Hampshire, approximately five acres of land in Derry, New Hampshire,
approximately 29 acres of land in Owego, New York and approximately four acres
of land in Phoenix, Arizona.

The Company believes its facilities are currently adequate for its
operating needs.

In fiscal 1998, the Company's capital expenditures relating to its
environmental control facilities and equipment totaled approximately $4.6
million. The Company estimates that it will make capital expenditures with
respect to its environmental control facilities and equipment of approximately
$5.1 million and $3.5 million in fiscal 1999 and 2000, respectively.

ITEM 3. LEGAL PROCEEDINGS AND CLAIMS

The Company is one of 33 entities which have been named as potentially
responsible parties in a lawsuit pending in the federal district court of New
Hampshire concerning environmental conditions at the Auburn Road, Londonderry,
New Hampshire landfill site. Local, state and federal entities and certain other
parties to the litigation seek contribution for past costs, totaling
approximately $20 million, allegedly incurred to assess and remediate the Auburn
Road site. In December 1996, following publication and comment period, the EPA
amended the ROD to change the remedy at the Auburn Road site from active
groundwater remediation to future monitoring. Other parties to the lawsuit also
allege that future monitoring will be required. The Company is contesting
liability, but is participating in mediation with 27 other parties in an effort
to resolve the lawsuit.

From 1974 to 1980, the Company operated a printed circuit manufacturing
facility in Florida as a lessee. This property is the subject of a pending
lawsuit in the circuit court for Broward County, Florida (the "Florida Lawsuit")
and an investigation by the Florida Department of Environmental Protection
("FDEP"). In connection with the investigation, Hadco and others have
participated in alternative dispute resolution regarding the site with an
independent mediator. In connection with the mediation, in February 1992 the
FDEP presented computer-generated estimates of remedial costs for activities
expected to be spread over a number of years that ranged from approximately $3.3
to $9.7 million. Mediation sessions were suspended during ongoing assessment and
feasibility activities at the site. In 1998, mediation sessions resumed.
Management believes it is likely that it will participate in implementing a
continuing remedial program for the site, the costs of which are currently
unknown. In June 1995, Hadco and Gould, Inc., another prior lessee of the site,
were each served with a third-party complaint in such pending Florida Lawsuit by
a party who had previously been named as a defendant when the Florida Lawsuit
was commenced in 1993 by the FDEP. The Florida Lawsuit seeks damages relating to
environmental pollution and FDEP costs and expenses, civil penalties, and
declaratory and injunctive relief to require the parties to complete assessment
and remediation of soil and groundwater contamination. The other parties include
alleged owners of the property and Fleet Credit Corporation, a secured lender to
a prior lessee of the property. Hadco's costs relating to the resolution of the
Florida Lawsuit and the clean up of such site are currently unknown.

9
<PAGE> 11

In March 1993, the EPA notified Hadco Santa Clara of its potential
liability for maintenance and remediation costs in connection with a hazardous
waste disposal facility operated by Casmalia Resources, a California Limited
Partnership, in Santa Barbara County, California. The EPA identified Hadco Santa
Clara as one of the 65 generators which had disposed of the greatest amounts of
materials at the site. Based on the total tonnage contributed by all generators,
Hadco Santa Clara's share is estimated at approximately 0.2% of the total
weight.

The Casmalia site was regulated by the EPA during the period when the
material was accepted. There is no allegation that Hadco Santa Clara violated
any law in the disposal of material at the sites. Rather the EPA's actions
stemmed from the fact that Casmalia Resources may not have the financial means
to implement a closure plan for the site and because of Hadco Santa Clara's
status as a generator of hazardous waste.

In June 1997, the United States District Court in Los Angeles, California
approved and entered a Consent Decree among the EPA and 49 entities (including
Hadco Santa Clara) acting through the Casmalia Steering Committee (CSC). The
Consent Decree sets forth the terms and conditions under which the CSC will
carry out work aimed at final closure of the site. Certain closure activities
will be performed by the CSC. Later work will be performed by the CSC, if funded
by other parties. Under the Consent Decree, the settling parties will work with
the EPA to pursue the non-settling parties to ensure they participate in
contributing to the closure and long-term operation and maintenance of the
facility.

The EPA will continue as the lead regulatory agency during the final
closure work. Because long-term maintenance plans for the site will not be
determined for a number of years, it has not yet been decided which regulatory
agency will oversee this phase of the work plan or how the long-term costs will
be funded. However, the Consent Decree provides a mechanism for ensuring that an
appropriate federal, state or local agency will assume regulatory responsibility
for long-term maintenance.

On January 12, 1998, Hadco Santa Clara received notice of the filing of a
lawsuit, before the Superior Court (County of Santa Clara, California), against
it by Jackie Riley, Keith Riley and Richard Riley for damages (including
punitive damages) for alleged injuries suffered, including Richard Riley's
cancer, as a result of the alleged emission at the Hadco Santa Clara facility of
effluent from allegedly toxic and hazardous chemical substances. Because this
matter is at an early stage, the Company believes it cannot assess the potential
range of damages that might be awarded should the plaintiffs prevail.

The future costs in connection with the lawsuits described in the preceding
paragraphs, which arise under state and federal laws that impose legal liability
that may be joint and several, are currently indeterminable due to such factors
as the unknown timing and extent of any future remedial actions which may be
required, the extent of any liability of the Company and of other potentially
responsible parties, and the financial resources of the other potentially
responsible parties. See Note 9 of Notes to the Company's Consolidated Financial
Statements.

On March 27, 1998, the Company received written notice from legal counsel
for the Lemelson Medical, Education & Research Foundation Limited Partnership
(the "Lemelson Partnership"), alleging that the Company was infringing certain
patents held by the Lemelson Partnership and offering to license such patents to
the Company. The Company denied infringement, but entered into license
negotiations. A patent license agreement was entered into by the Company and the
Lemelson Partnership in October 1998.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year ended October 31, 1998.

10
<PAGE> 12

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "HDCO." The following table sets forth, for the periods indicated,
the range of high and low sale prices for the Company's Common Stock on the
Nasdaq National Market.

<TABLE>
<CAPTION>
HIGH LOW
---- ----
<S> <C> <C>
Fiscal 1997
First Quarter............................................. 59 1/8 27 3/8
Second Quarter............................................ 57 1/8 33 1/8
Third Quarter............................................. 75 5/8 41
Fourth Quarter............................................ 73 47 1/2

Fiscal 1998
First Quarter............................................. 65 1/4 37 1/2
Second Quarter............................................ 54 35 1/2
Third Quarter............................................. 40 17 1/2
Fourth Quarter............................................ 33 3/4 19 1/4
</TABLE>

The Company has never declared or paid a cash dividend on its Common Stock,
and it is anticipated that the Company will continue to retain its earnings for
use in its business and not pay cash dividends. Declaration of dividends is
within the discretion of the Company's Board of Directors, which will review
such dividend policy from time to time. The Company's credit facility with
various banks (the "Credit Facility") currently contains a covenant prohibiting
the Company from paying a cash dividend. See Note 7 of Notes to the Company's
Consolidated Financial Statements.

As of January 6, 1999, there were approximately 340 holders of record of
the Common Stock. On January 6, 1999, the last sale price reported on the Nasdaq
National Market for the Company's Common Stock was $35.50 per share.

Under the Company's Outside Directors Compensation Plan of 1998 (the
"Outside Directors Plan"), the non-employee directors ("Non-Employee Directors")
of the Company receive payment of an annual fee in the form of restricted Common
Stock of the Company. Non-Employee Directors may elect to defer receipt of any
such payment. Shares issued and deferred under this plan during fiscal 1998 were
as follows:

<TABLE>
<CAPTION>
FAIR MARKET FAIR MARKET
NUMBER NUMBER NET VALUE PER VALUE OF
ISSUE OF SHARES OF SHARES SHARES SHARE AT SHARES
DATE ISSUED DEFERRED RECEIVED ISSUE DATE ISSUED
----- --------- --------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C>
March 1998........................ 1,290 215 1,075 $46.50 $ 59,985
June 1998......................... 157 -- 157 31.78 4,989
September 1998.................... 2,989 427 2,562 23.41 69,972
----- --- ----- --------
4,436 642 3,794 $134,946
===== === ===== ========
</TABLE>

Each of the shares of Common Stock of the Company referenced above was
issued by the Company in reliance on the exemption from registration provided by
Section 4(2) of the Securities Act for an offering to a small number of
knowledgeable persons.

11
<PAGE> 13

ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected consolidated financial data for Hadco
and subsidiaries. The selected consolidated financial data for each of the years
ended October 29, 1994, October 28, 1995, October 26, 1996, October 25, 1997 and
October 31, 1998 have been derived from the Company's audited Consolidated
Financial Statements. The selected consolidated financial data should be read in
conjunction with the Company's Consolidated Financial Statements and the Notes
thereto appearing elsewhere in this Annual Report on Form 10-K and Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
--------------------------------------------------------
OCT. 29, OCT. 28, OCT. 26, OCT. 25, OCT. 31,
1994 1995 1996 1997(1) 1998(2)
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF OPERATIONS:
Net sales............................. $221,570 $265,168 $350,685 $648,705 $826,359
Gross profit.......................... 45,518 67,440 90,455 141,392 123,690
Restructuring and other
non-recurring charges............... -- -- -- -- 7,053
Write-off of acquired in-process
research and development............ -- -- -- 78,000 63,050
Income (loss) from operations......... 16,482 33,906 51,532 (1,194) (28,040)
Net income (loss)..................... $ 9,943 $ 21,374 $ 32,014 $(36,493) $(54,110)
Net income (loss) per share:
Basic............................ $ 1.01 $ 2.18 $ 3.12 $ (3.18) $ (4.09)
Diluted.......................... $ 0.93 $ 1.98 $ 2.89 $ (3.18) $ (4.09)
Weighted average shares outstanding:
Basic............................ 9,861 9,805 10,245 11,458 13,216
Diluted.......................... 10,720 10,806 11,084 11,458 13,216
CONSOLIDATED BALANCE SHEET DATA:
Working capital....................... $ 31,829 $ 41,043 $ 43,561 $ 53,693 $ 91,830
Total assets.......................... 126,326 162,991 219,501 502,517 743,825
Long-term debt and capital lease
obligations, net of current
portion............................. 4,526 2,387 1,515 109,716 354,291
Stockholders' investment.............. 77,440 100,774 138,841 239,912 191,549
</TABLE>

- ---------------
(1) Net loss for the year ended October 25, 1997 includes a non-recurring
write-off relating to the Zycon Acquisition for acquired in-process research
and development. Excluding the non-recurring write-off, income from
operations was $76.8 million, net income was $41.5 million and diluted net
income per share was $3.48 (based on weighted average shares outstanding of
approximately 11,942,000).

(2) Net loss for the year ended October 31, 1998 includes restructuring and
other non-recurring charges amounting to $7.1 million pre-tax, and $4.2
million after tax, and a non-recurring write-off of $63 million, pre-tax and
after tax, relating to the Continental Acquisition for acquired in-process
research and development. Excluding the non-recurring write-offs, income
from operations was $42.1 million, net income was $13.2 million and diluted
net income per share was $0.97 (based on weighted average shares outstanding
of approximately 13,537,000).

12
<PAGE> 14

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion contains forward-looking statements which involve
risks and uncertainties. Hadco makes such forward-looking statements under the
provision of the "Safe Harbor" section of the Private Securities Litigation
Reform Act of 1995. Any forward-looking statements should be considered in light
of the factors described below in this Item 7 under "Factors That May Affect
Future Results." Actual results may vary materially from those projected,
anticipated or indicated in any forward-looking statements. In this Item 7, the
words "anticipates," "believes," "expects," "intends," "future," "could," and
similar words or expressions (as well as other words or expressions referencing
future events, conditions or circumstances) identify forward-looking statements.

ZYCON ACQUISITION

On January 10, 1997, the Company acquired all of the outstanding capital
stock of Zycon. The acquisition added facilities for volume production of
multilayer printed circuits and backplane and system assemblies in the Silicon
Valley area, a quick-turn prototype and design facility in Massachusetts, and a
newly constructed facility for volume production of printed circuits in
Malaysia. Hadco acquired Zycon for approximately $212 million (including
acquisition costs) and recorded the acquisition under the purchase method of
accounting. As a result, a purchase price premium of approximately $182 million
was recorded on the transaction. A significant portion of the purchase price was
identified in an independent appraisal, using proven valuation procedures and
techniques, as intangible assets. These intangible assets included approximately
$78 million for acquired in-process research and development ("in-process R&D")
for projects that did not have future alternative uses. This allocation
represents the estimated fair market value based on risk-adjusted cash flows
related to the in-process R&D projects. At the date of acquisition, the
development of these projects had not yet reached technological feasibility, and
the in-process R&D had no alternative future uses. Accordingly, these costs were
written off in the fiscal quarter ended January 25, 1997. The remaining premium
of approximately $104 million was allocated to identifiable intangibles and
goodwill, and is being written off over 12 to 30 years, with an average
amortization period of 17 years. The acquisition was financed with borrowings
under a $250 million senior revolving credit facility, plus existing cash and
equivalents.

On the date of its acquisition, Zycon's in-process R&D value was comprised
of six primary R&D programs that were expected to reach completion between late
1997 and 2001. These projects included the introduction of new technology aimed
at enabling the miniaturization and specialization of Zycon's printed circuit
product line. At the acquisition date, Zycon's R&D programs ranged in completion
from 15% to 75%, and total continuing R&D commitments to complete the projects
were expected to be approximately $9.8 million. On the acquisition date,
expenditures to complete the Zycon projects were expected to be approximately
$4.0 million, $2.7 million, $2.2 million, $0.55 million and $0.3 million in 1997
through 2001, respectively. These estimates are subject to change, given the
uncertainties of the development process, and no assurance can be given that
deviations from these estimates will not occur. Additionally, these projects
will require maintenance expenditures when and if they reach a state of
technological and commercial feasibility.

Management believes the Company is positioned to complete each of the major
R&D programs. However, there is risk associated with the completion of the
projects, and there is no assurance that any project will meet with either
technological or commercial success. The substantial delay or outright failure
of the Zycon R&D could adversely impact the Company's financial condition. See
Note 2 of Notes to the Company's Consolidated Financial Statements.

CONTINENTAL ACQUISITION

On March 20, 1998, the Company acquired all of the outstanding capital
stock of Continental, further broadening Hadco's product and service
capabilities. The acquisition added a facility for volume production of
multilayer printed circuits in Phoenix, Arizona, a quick-turn prototype facility
in Austin, Texas, a flexible printed circuit facility in California and printed
circuit engineering and design sites in California, Texas and Colorado. Hadco
acquired Continental for approximately $190 million (including acquisition
costs) and recorded the acquisition under the purchase method of accounting. As
a result, a purchase price premium of $165 million was recorded on the
transaction. A significant portion of the purchase price was identified in an

13
<PAGE> 15

independent appraisal, using proven valuation procedures and techniques, as
intangible assets. These intangible assets included approximately $63 million
for in-process R&D for projects that did not have future alternative uses. This
allocation represents the estimated fair market value based on risk-adjusted
cash flows related to the in-process R&D projects. At the date of acquisition,
the development of these projects had not yet reached technological feasibility,
and the in-process R&D had no alternative future uses. Accordingly, these costs
were written off in the fiscal quarter ended May 2, 1998. The remaining premium
of $101.9 million was allocated to identifiable intangibles and goodwill, and is
being written off over 12 to 20 years, with an average amortization period of 16
years. The acquisition was financed from borrowings under the Credit Facility.

Continental's in-process R&D value is comprised of eight primary R&D
programs that are currently expected to reach completion during periods ranging
from 1999 through 2003. These projects are expected to include the introduction
of new technology that could, if successful, enable the miniaturization and
specialization of Continental's printed circuit product line. At the acquisition
date, Continental's R&D programs ranged in completion from approximately 10% to
80%, and total continuing R&D commitments to complete the projects are currently
expected to be approximately $12 million. Remaining development efforts for the
Continental programs are complex and aimed at the development and advancement of
advanced chemical, electrical, and engineering solutions.

On the acquisition date, certain projects within the Continental R&D
programs were expected, if successful, to begin to bear results in late 1998 and
1999. Expenditures to complete the Continental projects are currently expected
to be approximately $4.0 million, $2.5 million and $2.5 million in 1999 through
2001, respectively. These estimates are subject to change, given the
uncertainties of the development process, and no assurance can be given that
deviations from these estimates will not occur. Additionally, these projects
will require maintenance expenditures when and if they reach a state of
technological and commercial feasibility.

Management believes the Company is positioned to complete each of the major
R&D programs. However, there is risk associated with the completion of the
projects, and there is no assurance that any project will meet with either
technological or commercial success. The substantial delay or outright failure
of the Continental R&D could adversely impact the Company's financial condition.
See Note 2 of Notes to the Company's Consolidated Financial Statements.

VALUE ASSIGNED TO PURCHASED IN-PROCESS R&D

The value assigned to purchased in-process R&D was determined by estimating
the costs to develop Continental's and Zycon's purchased in-process R&D into
commercially viable products, estimating the resulting net cash flows from the
projects and discounting the net cash flows to their present value. The revenue
estimates used to value the in-process R&D were based on estimates of relevant
market sizes and growth factors, expected trends in technology and the nature
and expected timing of new product introductions by the Company and its
competitors.

The rates utilized to discount the net cash flows to their present value
are based on Continental's and Zycon's weighted average cost of capital. Given
the nature of the risks associated with the estimated growth, profitability and
developmental projects, Continental's and Zycon's weighted average cost of
capital was adjusted. A discount rate of 14.0% was deemed appropriate for
Continental's business enterprise, while a discount rate of 15.0% was deemed
appropriate for Zycon's business enterprise. These discount rates are intended
to be commensurate with each company's corporate maturity and the uncertainties
in the economic estimates described above.

The estimates used by the Company in valuing in-process R&D were based upon
assumptions the Company believes to be reasonable but which are inherently
uncertain and unpredictable. The Company's assumptions may be incomplete or
inaccurate, and no assurance can be given that unanticipated events and
circumstances will not occur. Accordingly, actual results may vary from the
projected results. Any such variance may result in a material adverse effect on
the financial condition and results of operations of the Company.

14
<PAGE> 16

RESULTS OF OPERATIONS

The following table sets forth certain Consolidated Statements of
Operations data and other data as a percentage of net sales. The table and the
discussion below should be read in conjunction with the Company's Consolidated
Financial Statements and Notes thereto that appear elsewhere in this Annual
Report on Form 10-K.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
--------------------------------
OCT. 26, OCT. 25, OCT. 31,
1996 1997(1) 1998(2)
-------- -------- --------
<S> <C> <C> <C>
CONSOLIDATED STATEMENTS OF OPERATIONS:
Net sales................................................... 100.0% 100.0% 100.0%
Cost of sales............................................... 74.2 78.2 85.0
----- ----- -----
Gross profit................................................ 25.8 21.8 15.0
----- ----- -----
Operating expenses.......................................... 11.1 9.2 8.7
Amortization of acquired intangible assets.................. -- 0.8 1.2
Write-off of acquired in-process research and development... -- 12.0 7.6
Restructuring and other non-recurring charges............... -- -- 0.9
----- ----- -----
Income (loss) from operations............................... 14.7 (0.2) (3.4)
Interest income (expense) and other, net.................... 0.3 (1.2) (2.4)
----- ----- -----
Income (loss) before provision for income taxes............. 15.0 (1.4) (5.8)
Provision for income taxes.................................. 5.9 4.2 0.7
----- ----- -----
Net income (loss)........................................... 9.1% (5.6)% (6.5)%
===== ===== =====
</TABLE>

- ---------------

(1) Net loss for the year ended October 25, 1997 includes a non-recurring
write-off relating to the Zycon Acquisition for acquired in-process research
and development. As a percentage of net sales, income from operations was
11.8%, income before provision for income taxes was 10.7%, and net income
was 6.4%, all before deducting the non-recurring write-off.

(2) Net loss for the year ended October 31, 1998 includes a non-recurring
write-off relating to the Continental Acquisition for acquired in-process
research and development and for restructuring and other non-recurring
expenses. As a percentage of net sales for the year ended October 31, 1998,
income from operations was 5.1%, income before provision for income taxes
was 2.6%, and net income was 1.6%, all before deducting the non-recurring
write-off and restructuring charges.

Fiscal Years Ended October 31, 1998 and October 25, 1997

Net sales for 1998 increased 27.4%, or $177.7 million over net sales for
1997. The increase resulted from several factors including the Continental
Acquisition, which added $80.4 million to printed circuit net sales, an increase
in printed circuit net sales (excluding the acquisition of Continental) of $36.6
million, and an increase in backplane and system assembly net sales of $60.7
million. Printed circuit net sales increased due to higher production volume and
shipments as well as the shift towards printed circuits with more layers and
greater densities. This increase in printed circuit net sales was partially
offset by a 10.3% decrease in average pricing for fiscal 1998 over fiscal 1997.
Backplane and system assembly net sales increased due to higher production
volume and shipments.

The gross profit margin decreased to 15.0% in 1998 from 21.8% in 1997.
Lower pricing on printed circuits caused margins to decrease by 5.8 percentage
points. Lower capacity utilization from printed circuit operations caused
margins to decrease by 1.7 percentage points. The effect of lower overall gross
margins from Hadco Santa Clara and Hadco Phoenix operations caused margins to
decrease by 2.0 percentage points. All of these decreases were partially offset
by lower unit costs achieved through improved production efficiencies resulting
in an overall decrease in the gross margin of 6.8 percentage points. As a result
of the Acquisitions and the

15
<PAGE> 17

increase in backplane and system assembly, the Company expects its gross profit
margin will be lower in future fiscal quarters than has historically been the
case for Hadco.

Operating expenses, as a percent of net sales, decreased slightly to 9.9%
in fiscal 1998 from 10.0% in fiscal 1997. This decrease was partially offset by
goodwill and purchased intangibles amortization of $9,750 in fiscal 1998 as
compared to $5,215 in 1997. For additional information regarding the factors
affecting gross and operating margins, please see "Factors That May Affect
Future Results -- Risks Relating to Fluctuations in Quarterly Operating
Results," "Factors That May Affect Future Results -- Dependence on Electronics
Industry" and "Factors That May Affect Future Results -- Risks Relating to the
Acquisitions and the Company's Acquisition Strategy."

Income from operations for 1998 and 1997 was reduced by $63 million and $78
million, respectively, due to non-recurring write-offs of acquired in-process
R&D recorded in connection with the Acquisitions. The remaining goodwill and
purchased intangibles are being amortized over 12 to 30 years, with an average
amortization period of 17 years, which will reduce income from operations by
approximately $12.1 million per fiscal year. In addition, income from operations
for 1998 was reduced by approximately $7.1 million for restructuring and other
non-recurring charges related to the consolidation of the Company's East Coast
quick-turn prototype operations and limited restructuring of the Company's
workforce. The limited restructuring in the third fiscal quarter temporarily
reduced the Company's workforce by approximately 3%. Included in the
restructuring and other charges is $2.5 million, which represents the write-down
of existing assets to their net realizable value, in accordance with SFAS 121,
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of. See Note 15 of Notes to the Company's Consolidated Financial
Statements. Additionally, the general economic slowdown in the broad electronics
industry, the economic situation in Asia, inventory levels in the end user
market, customer inventory adjustments and customer product transitions
negatively affected net income for fiscal 1998.

Interest income decreased in 1998 as compared to 1997, due to lower average
daily cash balances available for investing. Interest expense increased in 1998
as compared to 1997, due to an increase in outstanding debt as a result of the
Acquisitions.

The Company includes in operating expenses charges for actual expenditures
and accruals, based on estimates, for environmental matters. To the extent and
in amounts Hadco believes circumstances warrant, it will continue to accrue and
charge to operating expenses cost estimates relating to known environmental
matters. See Item 1, "Business -- Environmental Matters" and Item 3, "Legal
Proceedings and Claims."

The provision for income taxes is calculated on income before provision for
taxes without taking into account the write-off of acquired in-process R&D. This
write-off was $63.0 million and $78.0 million for 1998 and 1997, respectively.
Income before the provision for income taxes excluding the write-off would have
been $14.8 million and $69.2 million for 1998 and 1997, respectively. The
Company's effective annual income tax rate for 1998 and 1997 was 39.75% and
40.0%, respectively. The effective rate for both years is approximately equal to
the combined federal and state statutory rates. The effective rate was increased
by amortization of goodwill which is not tax deductible, and was offset by the
tax benefit of the Company's foreign sales corporation and various state
investment tax credits.

Fiscal Years Ended October 25, 1997 and October 26, 1996

Net sales during 1997 increased approximately 85% over 1996. The increase
resulted from several factors including the Zycon Acquisition, which added
$216.1 million in printed circuit net sales after January 10, 1997, and an
increase in both backplane and system assembly and non-Zycon printed circuit net
sales. Backplane and system assembly net sales increased due to higher product
volume and shipments. Printed circuit net sales increased due to higher
production volume and shipments and a shift towards products with more layers
and greater densities. In addition, average pricing for printed circuits
decreased 0.6% for 1997 over 1996. Net sales from backplane and system
assemblies decreased to 16.2% of total net sales excluding Zycon, from 16.9% in
1996.

16
<PAGE> 18

The gross profit margin decreased to 21.8% in 1997 from 25.8% for 1996. The
decrease resulted from increased investment in new capacity and technologies at
certain facilities and lower overall gross margins from the Zycon operations
(including ongoing start-up expenses associated with the volume production
facility in Malaysia).

Operating expenses, as a percent of net sales, decreased to 10.0% in 1997
from 11.1% in 1996, due to increased net sales and the fixed nature of the
Company's operating expenses. The decrease was partially offset by goodwill and
purchased intangibles amortization of $5.2 million.

Income from operations for 1997 was reduced by approximately $78 million
due to a non-recurring write-off relating to acquired in-process R&D recorded in
connection with the Zycon Acquisition. The remaining goodwill and purchased
intangibles will be amortized over 12 to 30 years, with an average amortization
period of 17 years.

Excluding the non-recurring write-off of approximately $78 million for
acquired in-process R&D, operating margins decreased to 11.8% for 1997 from
14.7% in 1996, primarily as a result of the same factors affecting gross profit
margins and from the goodwill amortization related to the Zycon Acquisition.

Interest income decreased in 1997 as compared to 1996 due to lower daily
average cash balances available for investing. Interest expense increased in
1997 as compared to 1996 due to an increase in outstanding debt as a result of
the Zycon Acquisition.

LIQUIDITY AND CAPITAL RESOURCES

In fiscal 1998, the Company's financing requirements were met principally
from net cash flows from operations of $62.9 million, the sale of the Company's
9 1/2% Senior Subordinated Notes (the "Notes"), the proceeds of which amounted
to $199.3 million and net bank borrowings of $8.5 million. These funds were used
to meet increased working and fixed capital needs and to acquire Continental.

In fiscal 1996, cash from operating activities increased primarily due to
increases in net income and depreciation. In fiscal 1997 and 1998, cash from
operating activities was affected primarily by the amount of net loss recognized
and the offsetting effects of the write-off of acquired in-process R&D.
Additionally, in fiscal 1997 and 1998, cash provided by operating activities
included the effects of increases in accounts receivable and inventories, both
of which were affected by the Acquisitions.

In fiscal 1996, investing activities consisted primarily of capital
expenditures. In fiscal 1997 and 1998, investing activities consisted primarily
of the $209.7 million and $192.5 million purchases (each net of cash acquired)
of Zycon and Continental, respectively, and additional capital expenditures.

In fiscal 1996, cash provided by financing activities was affected by a tax
benefit from the exercise of options, partially offset by payments of capital
leases. In fiscal 1997, cash provided by financing activities consisted
primarily of borrowings under the Company's revolving Credit Facility which was
used for the Zycon Acquisition and the cash proceeds from the sale of Common
Stock. In fiscal 1998, cash provided by financing activities consisted primarily
of borrowings under the Company's revolving Credit Facility which was used for
the Continental Acquisition and the cash proceeds from the sale of Notes.

At October 31, 1998, the Company had working capital of $91.8 million and a
current ratio of 1.71, compared to working capital of $53.7 million and a
current ratio of 1.48 at October 25, 1997. Cash, cash equivalents and short-term
investments at October 31, 1998 were approximately $7.2 million, a decrease of
$6.5 million from approximately $13.7 million at October 25, 1997.

The Company currently anticipates that its capital expenditures for fiscal
1999 will be in excess of $70 million, of which $20.1 million represents
commitments to purchase manufacturing equipment and leasehold improvements. The
amount of these anticipated capital expenditures may change based on future
changes in business plans and conditions of the Company and changes in economic
conditions.

In December 1997, the Company negotiated its Credit Facility with various
banks, which amended and restated an existing credit facility. Interest on loans
outstanding under the Credit Facility is, at the Company's

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option, payable at either (1) the Base Rate (as defined in the Credit Facility),
or (2) the Eurodollar Rate, plus the Applicable Eurodollar Rate Margin (both as
defined in the Credit Facility).

On September 15, 1998, the Company amended its Credit Facility with the
Third Amendment and Modification Agreement dated as of September 14, 1998. This
most recent amendment to the Credit Facility, among other things, amended and
added certain covenants, changed the available borrowing capacity under the
Credit Facility from $400 million to the lesser of $300 million or the Borrowing
Base and granted the banks a first priority mortgage and security interest in
substantially all of the assets of the Company and each of the subsidiaries
which are guarantors of the Credit Facility. The Borrowing Base is an amount,
determined monthly (or more frequently in certain circumstances) by the Agent,
equal to the sum of specified percentages of Eligible Accounts Receivable
(domestic and foreign), domestic Eligible Inventory, Eligible Fixed Assets and a
percentage, determined in the Agent's sole discretion, of Eligible Foreign
Inventory, less certain Reserves (all as defined in the Credit Facility). As of
October 31, 1998, the Borrowing Base was approximately $225 million,
approximately $150 million was outstanding under the Credit Facility and
approximately $75 million was available to the Company under the Credit
Facility. Under this most recent amendment to the Credit Facility, the Company
is also required to pay a quarterly usage fee based on an Applicable Base Rate
Usage Fee Margin and an Applicable Eurodollar Rate Usage Fee Margin. As of
October 31, 1998, the weighted average interest rate on loans outstanding under
the Credit Facility was 6.58%. The Credit Facility expires and all outstanding
loans thereunder mature on January 8, 2002. See Note 7 of Notes to the Company's
Consolidated Financial Statements.

On May 18, 1998, the Company sold $200 million aggregate principal amount
of its 9 1/2% Senior Subordinated Notes due 2008 (the "Notes") to certain
purchasers. The purchasers subsequently resold the Notes to "qualified
institutional buyers" in reliance upon Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), and offshore purchasers pursuant to
Rule 904 of Regulation S under the Securities Act. The Notes were sold at a
price equal to 99.66% of their principal amount. The Notes are guaranteed, on a
senior subordinated basis, by each of the Company's U.S. Restricted Subsidiaries
(as defined in the Indenture) (the "Guarantors"). The net proceeds received by
the Company from the issuance and sale of the Notes, approximately $193.8
million, was used to repay outstanding indebtedness under the Credit Facility
previously incurred to, among other things, finance the Acquisitions. On
November 12, 1998, the Company consummated an exchange offer pursuant to which
the Notes were exchanged for notes (with terms identical in all material
respects) that were registered with the Securities and Exchange Commission under
a registration statement on Form S-4.

Interest on the Notes is payable semi-annually on each June 15 and December
15 and commenced December 15, 1998. The Notes are redeemable at the option of
the Company, in whole or in part, at any time on or after June 15, 2003, at
104.75% of their principal amount, plus accrued interest, with such percentages
declining ratably to 100% of their principal amount, plus accrued interest. At
any time on or prior to June 15, 2001 and subject to certain conditions, up to
35% of the aggregate principal amount of the Notes may be redeemed, at the
option of the Company, with the proceeds of certain equity offerings of the
Company at 109.50% of the principal amount thereof, plus accrued interest. In
addition, at any time prior to June 15, 2003, the Company may redeem the Notes,
at its option, in whole or in part, at a price equal to the principal amount
thereof, together with accrued interest, plus the Applicable Premium (as defined
in the Indenture governing the Notes). The Indenture under which the Notes were
issued (the "Indenture") imposes certain limitations on the ability of the
Company, its subsidiaries and, in certain circumstances, the Guarantors, to,
among other things, incur indebtedness, pay dividends, prepay subordinated
indebtedness, repurchase capital stock, make investments, create liens, engage
in transactions with stockholders and affiliates, sell assets and engage in
mergers and consolidations. See Note 8 of Notes to the Company's Consolidated
Financial Statements.

The Company believes its current borrowing capacity, coupled with the funds
generated from the Company's operations will be sufficient to fund its
anticipated working capital, capital expenditure and debt payment requirements
through calendar year 1999. Because the Company's capital requirements cannot be
predicted with certainty, however, there is no assurance that the Company will
not require additional financing during this period. There is no assurance that
any additional financing will be available on terms satisfactory to the Company
or not disadvantageous to the Company's security holders, including the holders
of the Notes.

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<PAGE> 20

YEAR 2000 READINESS DISCLOSURE STATEMENT

The Company has undertaken an internal assessment of its operations in
order to determine the extent to which the Company may be adversely affected by
Year 2000 issues. This internal assessment has included both Information
Technology (IT) systems and non-IT systems. By the end of fiscal year 1998, the
Company's assessment of its IT systems had been completed. The critical software
systems used by the Company to run its business include MFG/PRO, Peoplesoft,
Oracle, and Corsair. The Company believes that all of these programs are
currently Year 2000 compliant. However, the Company has experienced and may
continue to experience interfacing problems when upgrades are received from the
vendors of these software programs. The Company has completed some limited
testing of its various IT systems, running programs with dates including and
after the year 2000. During these tests the Company has not yet experienced any
problems with processing of data and effecting transactions. The Company intends
to perform further testing of its IT systems during early calendar 1999. There
can be no assurance, however, that additional testing of its IT systems will not
uncover Year 2000 issues, which could have a material adverse effect on the
Company's business, results of operations and financial condition.

The Company's internal assessment of its manufacturing equipment for Year
2000 compliance is being done on a plant-by-plant basis. The Company anticipates
that all of its internal assessment of manufacturing equipment will be completed
by January 31, 1999. To date, the Company has identified three operating systems
which are important to the Company's operations, each of which will need
software upgrades in order to be Year 2000 compliant. Two of these operating
systems are utilized in multiple departments and locations including the
tooling/engineering phase of the fabrication business. The Company believes that
Year 2000 compliant software upgrades for each of the two engineering systems
have already been developed and tested, and the Company plans to install such
upgrades on or before July 1, 1999. There can be no assurance that such upgrades
will be Year 2000 compliant or that such upgrades will be installed on a timely
basis. The Company has also determined that software in certain of its
manufacturing systems is not currently Year 2000 compliant. The Company believes
that no upgrade currently exists to address the Year 2000 issue in this
software. However, the vendor is aware of the need to upgrade its software
program so that it will interface properly with the other operating system used
in the equipment. The vendor has told the Company that it will complete the
software upgrade, and will deliver and install it at the Company not later than
June 30, 1999. There can be no assurance, however, that such vendor will be able
to develop a Year 2000 compliant software upgrade or that it will be installed
at the Company prior to January 1, 2000. No testing has yet been undertaken of
the Company's manufacturing systems for Year 2000 compliance. The Company
intends to develop a plan for testing all critical systems not later than
January 31, 1999, and to complete testing by June 30, 1999.

The Company has also undertaken a survey of its suppliers' Year 2000
compliance status and, to date, has received responses from more than 80% of
those surveyed, a majority of whom have certified they are compliant. Corporate
purchasing will be responsible for obtaining data from those suppliers who have
not yet responded to the Company's inquiries, and for obtaining updated
information from the Company's more critical suppliers and those who indicated
they were not Year 2000 compliant. The Company intends to conduct detailed
exchanges with its key suppliers in order to assess the Company's need for
contingency plans and in order to develop contingency plans, if required, on a
supplier-by-supplier basis.

During the first fiscal quarter of 1999, the Company retained the services
of a consulting company and has two full-time outside Year 2000 compliance
consultants to assist it in guiding its assessment, testing, remediation, and
related efforts. To date, approximately 3,000 hours of employee time have been
devoted to Year 2000 issues and approximately $1.5 million has been expended in
systems upgrades directly relating to Year 2000 issues. The source of such funds
has been the working capital of the Company. Present estimates for further
expenditures of both employee time and expenses to address Year 2000 issues are
between 16,000 and 20,000 employee hours and between $3 million and $6 million,
respectively. To date, no non-Year 2000 related IT projects have been delayed as
a result of the Company's Year 2000 compliance efforts. The Company has not yet
determined whether it has the internal resources to expend the necessary
employee hours to address and resolve the Year 2000 issues at each of its
manufacturing facilities; the Company may choose to retain outside consultants
or otherwise outsource certain work, which would increase the expenses

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<PAGE> 21

for Year 2000 issues and decrease the employee time commitment. The Company
anticipates making an initial decision regarding the availability of Company
resources for Year 2000 issues sometime in the first fiscal quarter of 1999, but
will continually review this issue in light of the completion of its internal
assessment and the results of additional testing and remediation efforts. There
can be no assurance that the Company's costs relating to its Year 2000
compliance will not be greater than that currently expected.

A software or systems Year 2000 compliance failure with respect to the
Company's internal systems and software, or that of third party service
providers or major customers, could prevent the Company from being able to
fulfill orders of its customers. Any such failure, if not quickly remedied,
would have a material adverse affect on the Company's business, results of
operations and financial condition. The lost revenues that would result from the
Company's inability to operate even one of its major volume manufacturing plants
for any significant period of time would have a material adverse effect on the
Company. The Company could face an even greater risk of significant damages for
which the Company could be liable if it is found responsible for the shutdown of
one of its customers' facilities. This could occur if the Company were unable to
supply parts integral to the end products manufactured by the Company's
customers. In such circumstances, the legal liability of the Company could have
a material adverse effect on the Company's business, results of operations and
financial condition.

At present, the Company has not developed any contingency plans for
addressing any Year 2000 difficulties it may experience. The Company intends to
develop such plans, both with respect to its suppliers and with respect to its
own internal operations, on or before April 1, 1999.

NEW ACCOUNTING STANDARDS

In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income.
This Statement established standards for reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses) in a full set
of general-purpose financial statements. This Statement is effective for fiscal
years beginning after December 15, 1997. Reclassification of financial
statements for earlier periods provided for comparative purposes is required.
This Statement, requiring only additional informational disclosures, is
effective for the Company's fiscal year ending October 30, 1999.

In June 1997, the FASB issued SFAS No. 131, Disclosures about Segments of
an Enterprise and Related Information. This Statement established standards for
the way that public business enterprises report information about operating
segments in annual financial statements and requires that enterprises report
selected information about operating segments in interim financial reports
issued to stockholders. This Statement is effective for fiscal years beginning
after December 15, 1997. In the initial year of application, comparative
information for earlier years will be provided unless deemed impractical. This
Statement, requiring only additional informational disclosures, is effective for
the Company's fiscal year ending October 30, 1999.

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
This Statement is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. The Company does not anticipate the adoption of this
Statement will have a material impact on its financial position or results of
operations.

FACTORS THAT MAY AFFECT FUTURE RESULTS

This Annual Report on Form 10-K contains forward-looking statements which
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including, without limitation, those set forth in the
following risk factors and elsewhere in this Annual Report on Form 10-K. In
addition to the other information included or incorporated by reference in this
Annual Report on Form 10-K, the following risk factors should be considered
carefully in evaluating the Company and its business.

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<PAGE> 22

Dependence on Electronics Industry

The Company's principal customers are electronics OEMs and contract
manufacturers in the computing (mainly workstations, servers, mainframes,
storage and notebooks), data communications/telecommunications and industrial
automation industries, including process controls, automotive, medical and
instrumentation. These industry segments, and the electronics industry as a
whole, are characterized by intense competition, relatively short product
life-cycles and significant fluctuations in product demand. In addition, the
electronics industry is generally subject to rapid technological change and
product obsolescence. Discontinuance or modifications of products containing
components manufactured by the Company could have a material adverse effect on
the Company's business, financial condition and results of operations. Further,
the electronics industry is subject to economic cycles and has in the past
experienced, and is likely in the future to experience, recessionary periods. A
recession or any other event leading to excess capacity or a downturn in the
electronics industry would likely result in intensified price competition,
reduced gross margins and a decrease in unit volume, all of which would have a
material adverse effect on the Company's business, financial condition and
results of operations. See Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and Item 1, "Business -- Markets
and Customers."

Risks Relating to Fluctuations in Quarterly Operating Results

The Company's quarterly operating results have varied and may continue to
fluctuate significantly from period to period, including on a quarterly basis.
At times in the past, the Company's net sales and net income have decreased from
the prior quarter. Operating results are affected by a number of factors,
including the timing and volume of orders and shipments relative to the
Company's manufacturing capacity, product and price competition, product mix,
number of working days in a particular quarter, manufacturing process yields,
the timing of expenditures in anticipation of future sales, raw material and
component availability, the length of sales cycles, trends in the electronics
industry and general economic factors. In recent years, the Company's gross
margins have varied primarily as a result of pricing, capacity utilization,
product mix, lead times, volume levels and complexity of customer orders. There
can be no assurance that the Company will be able to manage the utilization of
manufacturing capacity or product mix in a manner that will maintain or improve
gross margins. The Company's expense levels are relatively fixed and are based,
in part, on expectations of future revenues. Consequently, if revenue levels are
below expectations, this occurrence is likely to materially adversely affect the
Company's business, financial condition and results of operations. See Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

Risks Relating to Variability of Orders from Customers; Backlog

The level and timing of orders placed by the Company's customers vary due
to a number of factors, including customer attempts to manage inventory, changes
in the customers' manufacturing strategies and variations in demand for customer
products due to, among other things, technological changes, new product
introductions, product life-cycles, competitive conditions or general economic
conditions. Since the Company generally does not obtain long-term purchase
orders or commitments from its customers, it must anticipate the future volume
of orders based on discussions with its customers. A substantial portion of
sales in a given quarter may depend on obtaining orders for products to be
manufactured and shipped in the same quarter in which those orders are received.
The Company relies on its estimate of anticipated future volumes when making
commitments regarding the level of business that it will seek and accept, the
mix of products that it intends to manufacture, the timing of production
schedules and the levels and utilization of personnel and other resources. A
variety of conditions, both specific to the individual customer and generally
affecting the customer's industry, may cause customers to cancel, reduce or
delay orders that were previously made or anticipated. A significant portion of
the Company's released backlog at any time may be subject to cancellation or
postponement without penalty. The Company cannot assure the timely replacement
of canceled, delayed or reduced orders. Significant or numerous cancellations,
reductions or delays in orders by a customer or group of customers could
materially adversely affect the Company's business, financial condition

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<PAGE> 23

and results of operations. See Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Item 1, "Business -- Released
Backlog."

Competition

The electronic interconnect industry is highly fragmented and characterized
by intense competition. The Company believes its major competitors are the large
U.S. and international independent and captive producers that also manufacture
multilayer printed circuits and provide backplane and other electronic
assemblies. Some of these competitors have significantly greater financial,
technical and marketing resources, greater name recognition and a larger
installed customer base than the Company. In addition, these competitors may
have the ability to respond more quickly to new or emerging technologies, may
adapt more quickly to changes in customer requirements and may devote greater
resources to the development, promotion and sale of their products than the
Company.

During periods of recession or economic slowdown in the electronics
industry and other periods when excess capacity exists, electronics OEMs are
able to negotiate lower prices, which could have a material adverse effect on
the Company. In addition, the Company believes that price competition from
printed circuit manufacturers in Asia and other locations with lower production
costs may play an increasing role in the printed circuit markets in which the
Company competes. This price competition from Asian printed circuit
manufacturers may intensify as a result of economic turmoil, currency
devaluations or financial market instability that many Asian countries are
currently experiencing. Moreover the Company's basic interconnect technology is
generally not subject to significant proprietary protection, and companies with
significant resources or international operations may enter the market.
Increased competition could result in price reductions, reduced margins or loss
of market share, any of which could materially adversely affect the Company's
business, financial condition and results of operations.

The demand for printed circuits has continued to be affected by the
development of smaller, more powerful electronic components requiring less
printed circuit area. Expansion of the Company's existing products or services
could expose the Company to new competition. Moreover, new developments in the
electronics industry could render existing technology obsolete or less
competitive and could potentially introduce new competition into the industry.
There can be no assurance that the Company will continue to compete successfully
against present and future competitors or that competitive pressures faced by
the Company will not have a material adverse effect on the Company's business,
financial condition and results of operations. See Item 1, "Business --
Competition."

Risks Relating to the Acquisitions and the Company's Acquisition Strategy

The Company has limited experience in integrating acquired companies or
technologies into its operations. Therefore, there can be no assurance that the
Company will operate its acquired businesses profitably in the future. The
Company expects its gross profit margin will be lower in future fiscal quarters
than has historically been the case due, in part, to the Acquisitions. Operating
expenses associated with the acquired businesses may have a material adverse
effect on the Company's business, financial condition and results of operations
in the future. See Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Item 1, "Business -- General."

The Company may from time to time pursue the acquisition of other
companies, assets, products or technologies. The Company may incur additional
indebtedness and additional charges against earnings in connection with future
acquisitions. Acquisitions involve a number of operating risks that could
materially adversely affect the Company's operating results, including the
diversion of management's attention to assimilate the operations, products and
personnel of the acquired companies, the amortization of acquired intangible
assets, and the potential loss of key employees of the acquired companies.
Furthermore, acquisitions may involve businesses in which the Company lacks
experience. There can be no assurance that the Company will be able to manage
one or more acquisitions successfully, or that the Company will be able to
integrate the operations, products or personnel gained through any such
acquisitions without a material adverse effect on the Company's business,
financial condition and results of operations.

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<PAGE> 24

Risks of Inability to Manage Significant Growth

In fiscal 1997 and 1998, the Company significantly expanded its operations,
including geographically, which placed, and will continue to place, significant
demands on the Company's management, operational, technical and financial
resources. The Acquisitions have intensified these demands. The Company expects
that expansion will require additional management personnel and the development
of further expertise by existing management and supervisory personnel, in order
to train, motivate and manage its employees. The Company's ability to manage
growth effectively, particularly given the increasing scope of its operations,
will require it to continue to implement and improve its operational, financial
and management information systems. The Company's failure to effectively manage
future growth could have a material adverse effect on the Company's business,
financial condition and results of operations. See "Factors That May Affect
Future Results -- Risks Relating to the Acquisitions and the Company's
Acquisition Strategy" and "Factors That May Affect Future Results -- Dependence
on Key Personnel."

Risks Relating to Operation of Malaysian Facility and Asian Economic Turmoil

Hadco Santa Clara completed construction of a volume manufacturing facility
for printed circuits in Malaysia in fiscal 1997. Hadco's management has limited
experience in operating foreign manufacturing facilities, and there can be no
assurance that the Company will operate the facility on a profitable basis. The
Company believes that the Malaysian facility could incur operating losses in the
future as a result of various factors, including, without limitation, operating
inefficiencies and price competition for the products which the Company intends
to produce at the facility. International operations are also subject to a
number of risks, including unforeseen changes in regulatory requirements,
exchange rates, tariffs and other trade barriers, misappropriation of
intellectual property, currency fluctuations, and political and economic
instability. Malaysia and other Asian countries have recently experienced
economic turmoil and a significant devaluation of their local currencies. There
can be no assurance that this period of Asian economic turmoil will not result
in increased price competition, reduced sales by the Company's customers in Asia
with a concomitant reduction in such customers' orders for the Company's
products, restrictions on the transfer of funds overseas, employee turnover,
labor unrest, the reversal of current policies encouraging foreign investment
and trade, or other domestic Asian economic problems that could materially
adversely affect the Company's business, financial condition or results of
operations.

Rapid Technological Change, Continuing Process Development and Potential
Process Disruption

The market for the Company's products and services is characterized by
rapidly changing technology and continuing process development. The future
success of the Company's business will depend in large part upon its ability to
maintain and enhance its technological capabilities, develop and market products
and services that meet changing customer needs and successfully anticipate or
respond to technological changes, on a cost-effective and timely basis. In
addition, the electronic interconnect industry in the future could encounter
competition from new technologies that render existing electronic interconnect
technology less competitive or obsolete, including technologies that may reduce
the number of printed circuits required in electronic components. There can be
no assurance that the Company will effectively respond to the technological
requirements of the changing market. To the extent the Company determines that
new technologies and equipment are required to remain competitive, the
development, acquisition and implementation of such technologies and equipment
are likely to continue to require significant capital investment by the Company.
There can be no assurance that capital will be available for this purpose in the
future or that investments in new technologies will result in commercially
viable technological processes or that there will be commercial applications for
these technologies. Moreover, the Company's business involves highly complex
manufacturing processes that have in the past and could in the future be subject
to periodic failure or disruption. Process disruptions can result in delays in
certain product shipments, and there can be no assurance that failures or
disruptions will not occur in the future. In addition, the Company has a large
manufacturing facility in Santa Clara, California, an area of the United States
that is subject to significant natural disasters, including earthquakes, fires
and flooding. The loss of revenue and earnings to the Company from such a
technological change, process development or process disruption, as well as any
disruption of the Company's operations

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resulting from a natural disaster in California or other locations where the
Company has facilities could have a material adverse effect on the Company's
business, financial condition and results of operations. See Item 1, "Business
- -- Products and Services" and Item 2, "Manufacturing and Facilities."

Customer Concentration

During the past several years, the Company's sales to a small number of its
customers have accounted for a significant percentage of the Company's annual
net sales. During fiscal 1996, 1997 and 1998, the Company's ten largest
customers accounted for approximately 48%, 47% and 51% of net sales,
respectively. In fiscal 1998, Solectron accounted for approximately 17% of the
net sales of the Company. The Company has one customer that accounted for 16%
and 13% of consolidated accounts receivable at October 25, 1997 and October 31,
1998, respectively. The Company generally does not obtain long-term purchase
orders or commitments from its customers, and the orders received by the Company
generally require delivery within 90 days. Given the Company's strategy of
developing long-term purchasing relationships with high growth companies, the
Company's dependence on a number of its most significant customers may increase.
There can be no assurance that the Company will be able to identify, attract and
retain customers with high growth rates or that the customers that it does
attract and retain will continue to grow. Although there can be no assurance
that the Company's principal customers will continue to purchase products and
services from the Company at current levels, the Company expects to continue to
depend upon its principal customers for a significant portion of its net sales.
The loss of or decrease in orders from one or more major customers or the
inability or refusal of such customer to pay for such orders could have a
material adverse effect on the Company's business, financial condition and
results of operations. See Item 1, "Business -- Markets and Customers" and
"Factors That May Affect Future Results -- Risks Relating to Variability of
Orders from Customers; Backlog."

Manufacturing Capacity

The Company believes its long-term competitive position depends in part on
its ability to increase manufacturing capacity. The Company may obtain such
additional capacity through acquisitions or expansion of its current facilities.
Either approach would require substantial additional capital, and there can be
no assurance that such capital will be available from cash generated by current
operations. Further, there can be no assurance that the Company will be able to
acquire sufficient capacity or successfully integrate and manage such additional
facilities. Although the Company has historically needed to increase its
manufacturing capacity, the Company believes that excess capacity may exist in
the printed circuit and electronic assembly industries. In addition, growth
rates in the electronics industry as a whole have fluctuated historically. These
factors could have a material adverse effect on future orders and pricing. The
Company's expansion of its manufacturing capacity has significantly increased
and will continue to significantly increase its fixed costs, and the future
profitability of the Company will depend on its ability to utilize its
manufacturing capacity in an effective manner. The failure to obtain sufficient
capacity when needed or to successfully integrate and manage additional
manufacturing facilities could adversely impact the Company's relationships with
its customers and materially adversely affect the Company's business, financial
condition and results of operations. See "Factors That May Affect Future Results
- -- Rapid Technological Change, Continuing Process Development and Potential
Process Disruption" and Item 2, "Manufacturing and Facilities."

Environmental Matters

The Company is subject to a variety of local, state and federal
environmental laws and regulations relating to the storage, use, discharge and
disposal of chemicals, solid waste and other hazardous materials used during its
manufacturing process, as well as air quality regulations and restrictions on
water use. When violations of environmental laws occur, the Company can be held
liable for damages and the costs of remedial actions and can also be subject to
revocation of permits necessary to conduct its business. Any such revocations
could require the Company to cease or limit production at one or more of its
facilities, which could have a material adverse effect on the Company's
business, financial condition and results of operations. Moreover, the Company's
failure to comply with present and future regulations could restrict the
Company's

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ability to expand its facilities or could require the Company to acquire costly
equipment or to incur other significant expenses to comply with environmental
regulations.

Environmental laws could become more stringent over time, imposing greater
compliance costs and increasing risks and penalties associated with violation.
The Company operates in several environmentally sensitive locations and is
subject to potentially conflicting and changing regulatory agendas of political,
business and environmental groups. Changes or restrictions on discharge limits,
emissions levels, or material storage or handling might require a high level of
unplanned capital investment and/or relocation. There can be no assurance that
compliance with new or existing regulations will not have a material adverse
effect on the Company's business, financial condition and results of operations.
See Item 1, "Business -- Environmental Matters," Item 3, "Legal Proceedings and
Claims" and Note 9 of Notes to the Company's Consolidated Financial Statements.

Risks of Inability to Obtain Raw Materials and Components

Although the Company does not have guaranteed sources of raw materials and
components utilized in its operations, it does have supply agreements with a
limited number of key suppliers, and it routinely purchases raw materials and
components from several material suppliers. Although alternative material
suppliers are currently available, a significant unplanned event at a major
supplier could have a material adverse effect on the Company's operations. The
Company believes that the potential exists for shortages of materials in the
printed circuit and electronic assembly industries, which could have a material
adverse effect on the Company's manufacturing operations and future unit costs.
Product changes and the overall demand for electronic interconnect products
could increase the industry's use of new laminate materials, standard laminate
materials, multilayer blanks, electronic components and other materials, and
therefore such materials may not be readily available to the Company in the
future. Electronic components used by the Company in producing backplane and
system assemblies are purchased by the Company and, in certain circumstances,
the Company may bear the risk of component price fluctuations. There can be no
assurance that shortages of certain types of electronic components will not
occur in the future. Component shortages or price fluctuations could have a
material adverse effect on the Company's backplane and system assembly business,
thereby materially adversely affecting the Company's business, financial
condition and results of operations. See Item 1, "Business -- Supplier
Relationships."

Dependence on Key Personnel

The Company's future success depends to a large extent upon the continued
services of key managerial and technical employees. Most of the executive
officers of the Company are bound by employment or non-compete agreements. The
non-compete restrictions expire one year or, under certain circumstances, up to
two years, after the termination of the executive officer's employment with the
Company. Certain other key employees of the Company also have employment or
non-compete agreements. The loss of the services of any of the Company's key
employees could have a material adverse effect on the Company. The Company
believes that its future success depends on its continuing ability to attract
and retain highly qualified technical, managerial and marketing personnel.
Competition for such personnel is intense, especially for engineering personnel,
and there can be no assurance that the Company will be able to attract,
assimilate or retain such personnel. If the Company is unable to hire and retain
key personnel, the Company's business, financial condition and results of
operations may be materially adversely affected.

Investments in Intellectual Property; Intellectual Property Protection

The Company's success depends in part on its proprietary techniques and
manufacturing expertise, particularly in the area of dense multilayer printed
circuits. As of October 31, 1998, the Company had capitalized approximately $191
million of acquired intangible assets, consisting primarily of developed
technology, customer relationships and goodwill. These intangible assets are
being amortized over lives ranging from 12 to 30 years. The Company assesses the
realizability and valuation of intangible assets based on the estimated cash
flows to be generated by such assets. Based on its most recent analyses, the
Company believes that no material impairment of intangible assets exists as of
October 31, 1998. Impairment occurs

25
<PAGE> 27

when actual cash flows generated do not equal or exceed estimated cash flows.
The estimated cash flows are based on assumptions the Company believes to be
reasonable, but which are inherently uncertain and unpredictable. The Company's
assumptions may be incomplete or inaccurate, and no assurance can be given that
unanticipated events and circumstances will not occur. Accordingly, actual cash
flows may vary from the projected cash flows. In such event, the Company may be
required to write-off or write-down the value of assets which are impaired. Any
such write-off or write-down may result in a material adverse effect on the
financial condition and results of operations of the Company. See Notes 2 and 5
of Notes to the Company's Consolidated Financial Statements.

The Company has few patents and relies primarily on trade secret protection
of its intellectual property. There can be no assurance that the Company will be
able to protect its trade secrets or that others will not independently develop
substantially equivalent proprietary information and techniques or otherwise
gain access to the Company's trade secrets. In addition, litigation may be
necessary to protect the Company's trade secrets, to determine the validity and
scope of the proprietary rights of others or to defend against claims of patent
infringement. If any infringement claim is asserted against the Company, the
Company may seek to obtain a license of the other party's intellectual property
rights. There is no assurance that a license would be available on reasonable
terms or at all. Litigation with respect to patents or other intellectual
property matters could result in substantial costs and diversion of management
and other resources and could have a material adverse effect on the Company's
business, financial condition and results of operations. See Item 1, "Business
- -- Product Protection."

Anti-Takeover Provisions

The Company's Stockholder Rights Plan and certain provisions of the
Company's Restated Articles of Organization and By-Laws and of Massachusetts
Law, including Massachusetts General Laws Chapter 110D, entitled "Regulation of
Control Share Acquisitions" and Chapter 110F, the so-called Business Combination
Statute, could discourage potential acquisition proposals and could delay or
prevent a change in control or sale of the Company. Each and all of the above
provisions and statutes could diminish the opportunities for a stockholder to
participate in tender offers, including tender offers at a price above the then
current market value of Common Stock and may render more difficult or discourage
a merger, consolidation or tender offer (even if such transaction is supported
by the Company's Board of Directors or is favorable to the stockholders), the
assumption of control by a holder of a large block of the Company's shares, and
the removal of incumbent management.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Derivative Financial Instruments, Other Financial Instruments, and
Derivative Commodity Instruments. At October 31, 1998, the Company did not
participate in any derivative financial instruments, or other financial and
commodity instruments for which fair value disclosure would be required under
SFAS No. 107. The Company holds no investment securities which would require
disclosure of market risk.

Primary Market Risk Exposures. The Company's primary market risk exposures
are in the areas of interest rate risk and foreign currency exchange rate risk.
The Company incurs interest expense on loans made under the Credit Facility at
interest rates which are fixed for a maximum of six months. At October 31, 1998,
the Company's outstanding borrowings on the Credit Facility were $150 million,
at a weighted average interest rate of 6.58%. This interest rate is a
combination of two Eurodollar rate loans of $50 million and $100 million at
rates of 6.625% and 6.5625%, respectively. The Eurodollar rates are fixed until
November 25, 1998 and January 25, 1999, respectively, at which time the Company
can again fix these rates for periods of one, two, three or six months. The
Eurodollar Rate is subject to market risks and will fluctuate.

Substantially all of the Company's business outside the United States is
conducted in U.S. dollar denominated transactions. The Company does operate a
volume manufacturing facility in Malaysia. Some of the expenses of this facility
are denominated in Malaysian ringgits. Expenses denominated in ringgits include
local salaries and wages, utilities and some operating supplies. However, the
Company believes that the operating expenses currently incurred in foreign
currency are immaterial, and therefore any associated market

26
<PAGE> 28

risk is unlikely to have a material adverse effect on the Company's business,
results of operations or financial condition.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company's Consolidated Financial Statements and the Report of
Independent Public Accountants thereon are presented in the following pages. The
Consolidated Financial Statements filed in Item 8 are as follows:

PAGE
----

Report of Independent Public Accountants.................................. 28

Consolidated Balance Sheets as of October 25, 1997 and
October 31, 1998........................................................ 29

Consolidated Statements of Operations for the years ended
October 26, 1996, October 25, 1997 and October 31, 1998................. 30

Consolidated Statements of Stockholders' Investment for the
years ended October 26, 1996, October 25, 1997 and October
31, 1998................................................................ 31

Consolidated Statements of Cash Flows for the years ended
October 26, 1996, October 25, 1997 and October 31, 1998................. 32

Notes to Consolidated Financial Statements................................ 33

27
<PAGE> 29

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hadco Corporation:

We have audited the accompanying consolidated balance sheets of Hadco
Corporation (a Massachusetts corporation) and subsidiaries as of October 25,
1997 and October 31, 1998, and the related consolidated statements of
operations, stockholders' investment and cash flows for each of the three years
in the period ended October 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Hadco Corporation and
subsidiaries as of October 25, 1997 and October 31, 1998, and the results of
their operations and their cash flows for each of the three years in the period
ended October 31, 1998, in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in item 14(a)(2) is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states, in all
material respects, the financial data required to be set forth therein, in
relation to the basic financial statements taken as a whole.

Arthur Andersen LLP

Boston, Massachusetts
November 20, 1998

28
<PAGE> 30

HADCO CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
OCTOBER 25, OCTOBER 31,
1997 1998
----------- -----------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents.............................. $ 12,171 $ 7,169
Short-term investments................................. 1,562 --
Accounts receivable, net of allowance of $1,700 in 1997
and $2,129 in 1998.................................... 92,222 111,094
Inventories............................................ 46,000 67,017
Deferred tax asset..................................... 10,483 17,156
Prepaid expenses and other current assets.............. 4,245 18,666
-------- --------
Total current assets.............................. 166,683 221,102
Property, Plant and Equipment, net.......................... 231,490 322,887
Acquired Intangible Assets, net............................. 101,131 191,421
Other Assets................................................ 3,213 8,415
-------- --------
$502,517 $743,825
======== ========

LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
Current portion of long-term debt...................... $ 5,064 $ 4,377
Accounts payable....................................... 68,594 79,350
Accrued payroll and other employee benefits............ 28,279 26,529
Accrued taxes.......................................... 1,775 --
Other accrued expenses................................. 9,278 19,016
-------- --------
Total current liabilities......................... 112,990 129,272
-------- --------
Long-term Debt, net of current portion...................... 109,716 354,291
-------- --------
Deferred Tax Liability...................................... 30,685 59,521
-------- --------
Other Long-term Liabilities................................. 9,214 9,192
-------- --------
Commitments and Contingencies (Note 9)
Stockholders' Investment:
Common stock, $.05 par value;
Authorized -- 25,000 shares in 1997 and 50,000 shares
in 1998
Issued and outstanding -- 13,086 shares in 1997 and
13,366 shares in 1998................................. 655 669
Paid-in Capital............................................. 168,246 173,906
Deferred Compensation....................................... (117) (44)
Retained Earnings........................................... 71,128 17,018
-------- --------
Total stockholders' investment.................... 239,912 191,549
-------- --------
$502,517 $743,825
======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

29
<PAGE> 31

HADCO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
-----------------------------------------
OCTOBER 26, OCTOBER 25, OCTOBER 31,
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>

Net Sales................................................. $350,685 $648,705 $826,359
Cost of Sales............................................. 260,230 507,313 702,669
-------- -------- --------
Gross Profit.............................................. 90,455 141,392 123,690
Operating Expenses........................................ 38,923 64,586 81,627
Restructuring and Other Non-recurring Charges............. -- -- 7,053
Write-off of Acquired In-Process Research and
Development............................................. -- 78,000 63,050
-------- -------- --------
Income (Loss) From Operations............................. 51,532 (1,194) (28,040)
Interest and Other Income................................. 1,287 3,296 2,295
Interest Expense.......................................... (338) (10,923) (22,468)
-------- -------- --------
Income (Loss) Before Provision for Income Taxes........... 52,481 (8,821) (48,213)
Provision for Income Taxes................................ 20,467 27,672 5,897
-------- -------- --------
Net Income (Loss)......................................... $ 32,014 $(36,493) $(54,110)
======== ======== ========
Net Income (Loss) Per Share:
Basic................................................ $ 3.12 $ (3.18) $ (4.09)
======== ======== ========
Diluted.............................................. $ 2.89 $ (3.18) $ (4.09)
======== ======== ========
Weighted Average Shares Outstanding:
Basic................................................ 10,245 11,458 13,216
======== ======== ========
Diluted.............................................. 11,084 11,458 13,216
======== ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

30
<PAGE> 32

HADCO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
(IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCK
--------------------
NUMBER $.05 PAR PAID-IN DEFERRED RETAINED
OF SHARES VALUE CAPITAL COMPENSATION EARNINGS
--------- -------- -------- ------------ --------
<S> <C> <C> <C> <C> <C>

Balance, October 28, 1995..................... 9,939 $497 $ 25,077 $(407) $75,607
Terminated stock options................. -- -- (13) 13 --
Exercise of stock options................ 443 24 1,714 -- --
Tax benefit of exercise of nonqualified
stock options.......................... -- -- 4,161 -- --
Compensation expense associated with
granting nonqualified stock options.... -- -- -- 154 --
Net income............................... -- -- -- -- 32,014
------ ---- -------- ----- -------
Balance, October 26, 1996..................... 10,382 521 30,939 (240) 107,621
Terminated stock options................. -- -- (2) 2 --
Exercise of stock options................ 263 12 1,291 -- --
Tax benefit of exercise of nonqualified
stock options.......................... -- -- 5,052 -- --
Compensation expense associated with
granting nonqualified stock options.... -- -- -- 121 --
Sale of common stock, net of offering
costs of $1,033........................ 2,441 122 130,966 -- --
Net loss................................. -- -- -- -- (36,493)
------ ---- -------- ----- -------
Balance, October 25, 1997..................... 13,086 655 168,246 (117) 71,128
Exercise of stock options................ 179 9 1,073 -- --
Sale of common stock..................... 101 5 2,588 -- --
Compensation expense associated with
granting nonqualified stock options.... -- -- -- 73 --
Tax benefit of exercise of nonqualified
stock options.......................... -- -- 1,999 -- --
Net loss................................. -- -- -- -- (54,110)
------ ---- -------- ----- -------
Balance, October 31, 1998..................... 13,366 $669 $173,906 $ (44) $17,018
====== ==== ======== ===== =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

31
<PAGE> 33

HADCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
-----------------------------------------
OCTOBER 26, OCTOBER 25, OCTOBER 31,
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income (loss)......................................... $ 32,014 $ (36,493) $ (54,110)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities --
Write-off of acquired in-process research and
development........................................... -- 78,000 63,050
Depreciation, amortization, deferred compensation and
deferred taxes........................................ 17,330 40,972 65,209
(Gain) loss on disposal of fixed assets................. (205) (1,862) 1,840
Changes in assets and liabilities, net of acquisition of
Zycon Corporation and Continental Circuits Corp. in
1997 and 1998, respectively:
Increase in accounts receivable....................... (4,825) (26,762) (2,406)
Increase in inventories............................... (8,482) (12,824) (9,488)
Decrease in prepaid expenses and other current
assets............................................. 213 308 1,836
Decrease in other assets.............................. 33 385 2,811
Increase (Decrease) in accounts payable and accrued
expenses........................................... 17,720 8,873 (5,783)
Increase (Decrease) in long-term liabilities.......... 1,831 70 (22)
-------- --------- ---------
Net cash provided by operating activities.......... 55,629 50,667 62,937
-------- --------- ---------
Cash Flows from Investing Activities:
Purchases of short-term investments....................... (8,402) (19,862) (2,020)
Maturities of short-term investments...................... 14,168 27,701 3,582
Purchases of property, plant and equipment................ (53,966) (69,851) (83,508)
Proceeds from sale of property, plant and equipment....... 290 2,760 --
Acquisition of Zycon Corporation in 1997 and Continental
Circuits Corp. in 1998, net of cash acquired............ -- (209,661) (192,532)
-------- --------- ---------
Net cash used in investing activities.............. (47,910) (268,913) (274,478)
-------- --------- ---------
Cash Flows from Financing Activities:
Principal payments of long-term debt and capital lease
obligations............................................. (2,139) (164,766) (258,424)
Proceeds from issuance of long-term debt.................. -- 224,954 459,289
Proceeds from exercise of stock options................... 1,738 1,303 1,082
Sale of common stock, net of issuance costs............... -- 131,088 2,593
Tax benefit from exercise of nonqualified stock options... 4,161 5,052 1,999
-------- --------- ---------
Net cash provided by financing activities.......... 3,760 197,631 206,539
-------- --------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents........ 11,479 (20,615) (5,002)
Cash and Cash Equivalents, Beginning of Period.............. 21,307 32,786 12,171
-------- --------- ---------
Cash and Cash Equivalents, End of Period.................... $ 32,786 $ 12,171 $ 7,169
======== ========= =========
Supplemental Schedule of Noncash Investing and Financing
Activities:
Machinery and equipment acquired under capital lease
obligations............................................. $ 1,032 $ -- $ --
======== ========= =========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest................................................ $ 279 $ 10,270 $ 11,520
======== ========= =========
Income taxes (net of refunds)........................... $ 16,794 $ 21,099 $ 11,786
======== ========= =========
Acquisition of Zycon Corporation in 1997 and Continental
Circuits Corp. in 1998:
Fair value of assets acquired............................. $ -- $ 206,009 $ 137,623
Liabilities assumed....................................... -- (110,503) (66,381)
Cash paid................................................. -- (204,885) (186,083)
Acquisition costs incurred................................ -- (7,600) (3,949)
Write-off of acquired in-process research and
development............................................. -- 78,000 63,050
-------- --------- ---------
Goodwill.................................................. $ -- $ (38,979) $ (55,740)
======== ========= =========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

32
<PAGE> 34

HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Hadco Corporation's (the "Company" or "Hadco") principal products are dense
multilayer rigid printed circuits and backplane and system assemblies. The
Company was incorporated in Massachusetts in 1966.

The consolidated financial statements reflect the application of certain
accounting policies as described in this Note and elsewhere in the accompanying
notes to consolidated financial statements.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.

Management Estimates and Uncertainties

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

The Company is subject to a number of risks and uncertainties similar to
those of other companies of the same size within the electronics industry,
including, without limitation, dependence on the electronics industry,
variability of customer orders, competition, rapid technological changes,
environmental matters and dependence on key individuals.

Cash Equivalents and Short-Term Investments

The Company considers all highly liquid investment instruments purchased
with a maturity of three months or less to be cash equivalents. Cash equivalents
consist primarily of investments in money market funds and were approximately
$9,850,000 and $5,850,000 as of October 25, 1997 and October 31, 1998,
respectively.

The Company classifies its short-term investments as held-to-maturity given
the Company's intent and ability to hold the securities to maturity. In
accordance with the SFAS No. 115, held-to-maturity securities are carried at
amortized cost.

For the year ended October 25, 1997, the Company's short-term investments
were comprised of Certificates of Deposit which had a cost of $1,562,000 which
approximated fair market value and had a maturity of less than one year. The
Company did not have any short-term investments as of October 31, 1998.

The Company has no financial instruments requiring disclosure under
Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standard (SFAS) No. 119, Disclosure About Derivative Financial
Instruments and Fair Value of the Financial Instruments.

Concentration of Credit Risk

SFAS No. 105, Disclosure of Information About Financial Instruments with
Off-Balance-Sheet Risk and Financial Instruments with Concentrations of Credit
Risk, requires disclosure of any significant off-balance-sheet and credit risk
concentrations. As of October 31, 1998, the Company has no significant
off-balance-sheet concentrations of credit risk such as foreign currency
exchange contracts or other hedging arrangements. Financial instruments that
subject the Company to credit risk consist of cash and cash equivalents,
short-term investments and trade accounts receivable. The Company maintains the
majority of its cash and short-term

33
<PAGE> 35
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

investment balances with financial institutions. The Company has not experienced
any losses on these investments to date. Substantially all of the Company's
accounts receivable are concentrated in the high technology and electronics
industry. The Company has not experienced significant recurring losses related
to receivables from individual customers or groups of customers in the high
technology and electronics industry or by geographic region, although the
Company has and may in the future incur a significant loss in a particular
reporting period. Due to these factors, no additional credit risk beyond amounts
provided for is believed by management to be inherent in the Company's accounts
receivable.

Depreciation and Amortization of Property, Plant and Equipment

The Company provides for depreciation and amortization on a straight-line
basis over the following estimated useful lives:

<TABLE>
<CAPTION>
ESTIMATED
ASSET CLASSIFICATION USEFUL LIFE
-------------------- -----------
<S> <C>
Land betterments...................................... 10-18 Years
Buildings and improvements............................ 10-40 Years
Machinery and equipment............................... 3-10 Years
Furniture and fixtures................................ 5-7 Years
Computer software..................................... 3 Years
Vehicles.............................................. 3-5 Years
Capital leases........................................ Lease term
</TABLE>

Net Income (Loss) per Share

The Company adopted SFAS No. 128, Earnings per Share, effective for the
quarter ended January 31, 1998, which replaces primary and fully diluted
earnings per share with basic and diluted earnings per share. Prior period
amounts have been restated to conform to the current period presentation. Under
SFAS No. 128, basic net income (loss) per common share is computed based on net
income (loss) available to common stockholders and the weighted average number
of common shares outstanding during the period. The diluted net income (loss)
per share is computed based on including the number of additional common shares
that would have been outstanding if the dilutive potential common shares had
been issued.

A reconciliation of basic and diluted shares outstanding, is as follows:

<TABLE>
<CAPTION>
OCTOBER 26, OCTOBER 25, OCTOBER 31,
1996 1997 1998
----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Basic weighted average shares outstanding... 10,245 11,458 13,216
Weighted average common equivalent shares... 839 -- --
------ ------ ------
Diluted weighted average shares
outstanding............................... 11,084 11,458 13,216
====== ====== ======
</TABLE>

Diluted weighted average shares outstanding does not include 1,070,000, and
1,308,000 common equivalent shares at October 25, 1997 and October 31, 1998,
respectively, as their effect would be anti-dilutive. There were no
anti-dilutive shares at October 26, 1996.

Revenue Recognition

The Company recognizes revenue at the time products are shipped.

34
<PAGE> 36
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Research and Development Expenses

The Company charges research and development expenses to operations as
incurred. For the fiscal years ended October 1996, 1997 and 1998, research and
development expenses were approximately $4,307,000, $6,929,000 and $6,111,000,
respectively, and are included in operating expenses.

Stock-Based Compensation

The Company adopted SFAS No. 123, Accounting for Stock-Based Compensation,
in fiscal 1997. SFAS No. 123 defines a fair-value-based method of accounting for
employee stock options and other stock-based compensation. The compensation
expense arising from this method of accounting can be reflected in the financial
statements or, alternatively, the pro forma net income (loss) and per share
amounts effect of the fair-value-based accounting can be disclosed in the
financial footnotes. The Company has adopted the disclosure-only alternative.
(See Note 10, "Stockholders' Investment.")

Foreign Currency Translation

The financial statements of the Company's Malaysia subsidiary are
translated in accordance with SFAS No. 52, Foreign Currency Translation. The
functional currency of the Company's Malaysia subsidiary is the U.S. dollar,
accordingly, all assets and liabilities of the foreign subsidiary are translated
using the exchange rate at the balance sheet date, except for prepaid expenses,
equipment and improvements and stockholders' equity (deficit), which are
translated at historical rates. Revenues and expenses are translated at
historical rates. Translation gains and losses arising from the translations are
included in the consolidated statements of operations, since the functional
currency is the U.S. dollar for all operations.

Reclassification

The Company has reclassified certain prior year information to conform with
the current year's presentation.

New Accounting Standards

35
<PAGE> 37
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 15, 1999. The Company does not anticipate the adoption of this Statement to
have a material impact on its financial position or results of operations.

(2) ACQUISITIONS

On January 10, 1997 the Company acquired all of the outstanding common
stock of Zycon Corporation ("Zycon") (the "Zycon Acquisition"), and on March 20,
1998, the Company acquired all of the outstanding common stock of Continental
Circuits Corp. ("Continental") (the "Continental Acquisition", and together with
the Zycon Acquisition, the "Acquisitions"). These Acquisitions were financed by
the Company's unsecured senior revolving credit facility with a group of banks.
The Company borrowed approximately $215,000,000 upon consummation of the Zycon
Acquisition and approximately $220,000,000 upon consummation of the Continental
Acquisition. The Acquisitions were accounted for as purchases in accordance with
Accounting Principles Board Opinion No. 16 and accordingly, Zycon's and
Continental's operating results since the respective dates of acquisition are
included in the accompanying consolidated financial statements. In accordance
with APB Opinion No. 16, the Company allocated the purchase price of the
Acquisitions based on the fair value of the assets acquired and liabilities
assumed. Significant portions of the purchase price of both were identified in
independent appraisals, using proven valuation procedures and techniques, as
intangible assets. These intangible assets include approximately $78,000,000 and
$63,050,000 for Zycon and Continental, respectively, for acquired in-process
research and development ("in-process R&D") for projects that did not have
future alternative uses. This allocation represents the estimated fair value
based on risk-adjusted cash flows related to the in-process R&D projects. At the
date of each acquisition, the development of these projects had not yet reached
technological feasibility, and the R&D in progress had no alternative future
uses. Accordingly, these costs were expensed as of the respective acquisition
date.

Continental's in-process R&D value is comprised of eight primary R&D
programs. These programs include the introduction of certain new technologies.
At the acquisition date, Continental's R&D programs ranged in completion from
10% to 80%, and total continuing R&D commitments to complete the projects are
currently expected to be significant. Remaining development efforts for the
Continental programs are complex and include the development and advancement of
advanced chemical, electrical and engineering solutions.

Expenditures to complete the Continental projects are subject to change,
given the uncertainties of the development process, and no assurance can be
given that deviations from these estimates will not occur. Additionally, these
projects will require maintenance R&D after they have reached a state of
technological and commercial feasibility. In addition to usage of the acquired
companies' internal cash flows, Hadco currently believes it will provide a
substantial amount of funding to complete each acquired company's programs.

There is risk associated with the completion of the projects, and there is
no assurance that each will meet with either technological or commercial
success. The substantial delay or outright failure of the Zycon and Continental
acquired in-process R&D would impact the Company's financial condition.

The value assigned to purchased in-process R&D was determined by estimating
the costs to develop the purchased in-process technology into commercially
viable products, estimating the resulting net cash flows from the projects and
discounting the net cash flows to their present value. The revenue projection
used to value the in-process R&D is based on estimates of relevant market sizes
and growth factors, expected trends in technology and the nature and expected
timing of new product introductions by the Company and its competitors.

The rates utilized to discount the net cash flows to their present value
are based on the cost of Continental's and Zycon's weighted average cost of
capital. These discount rates are commensurate with

36
<PAGE> 38
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Continental's and Zycon's corporate maturity and the uncertainties in the
economic estimates described above.

The forecasts used by the Company in valuing in-process R&D were based upon
assumptions the Company believes to be reasonable but which are inherently
uncertain and unpredictable. The Company's assumptions may be incomplete or
inaccurate, and unanticipated events and circumstances are likely to occur. For
these reasons, actual results may vary from the projected results.

Acquired intangibles included developed technology, customer relationships,
assembled workforce, trade names and trademarks. These intangibles are being
amortized over their estimated useful lives of 12 to 30 years.

The aggregate purchase prices of $212,485,000 and $190,032,000, including
acquisition costs, for the Zycon and Continental Acquisitions, respectively,
were allocated as follows:

<TABLE>
<CAPTION>
ZYCON CONTINENTAL
----- -----------
(IN THOUSANDS)
<S> <C> <C>
Current assets.......................................... $ 41,790 $ 24,056
Property, plant and equipment........................... 95,193 67,144
Acquired intangibles.................................... 65,500 46,190
In-process R&D.......................................... 78,000 63,050
Other assets............................................ 3,526 233
Goodwill................................................ 38,979 55,740
Liabilities assumed..................................... (110,503) (66,381)
--------- --------
$ 212,485 $190,032
========= ========
</TABLE>

Unaudited pro forma operating results for the Company, assuming the
acquisition of Zycon occurred on October 28, 1995 and Continental occurred on
October 26, 1996 are as follows:

<TABLE>
<CAPTION>
YEAR ENDED
-----------------------------------------
OCTOBER 26, OCTOBER 25, OCTOBER 31,
1996 1997 1998
----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>

Net sales................................... $570,345 $837,650 $878,311
Net income.................................. 27,222 37,544 1,519
Basic Net Income per Share.................. 2.66 3.28 0.11
Diluted Net Income per Share................ 2.46 3.14 0.11

</TABLE>

For purposes of these pro forma operating results, the in-process R&D for
Zycon and Continental was assumed to have been written off prior to October 29,
1995 and October 26, 1996, respectively, so that the operating results presented
include only recurring costs.

(3) INVENTORIES

Inventories are stated at the lower of cost or market on a first-in,
first-out (FIFO) basis, and consist of the following:

<TABLE>
<CAPTION>
1997 1998
------- -------
(IN THOUSANDS)
<S> <C> <C>
Raw materials.............................................. $16,728 $25,856
Work-in-process............................................ 29,272 41,161
------- -------
$46,000 $67,017
======= =======
</TABLE>

The work-in-process consists of materials, labor and manufacturing
overhead.

37
<PAGE> 39
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(4) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
1997 1998
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Land betterments....................................... $ 2,174 $ 5,562
Buildings and improvements............................. 74,172 139,164
Machinery and equipment................................ 307,267 447,340
Furniture and fixtures................................. 18,611 12,439
Computer software...................................... 3,152 7,012
Vehicles............................................... 626 668
Construction-in-progress............................... 38,716 21,985
--------- ---------
444,718 634,170
Accumulated depreciation and amortization.............. (213,228) (311,283)
--------- ---------
$ 231,490 $ 322,887
========= =========
</TABLE>

(5) INTANGIBLE ASSETS

The Company assesses the realizability of intangible assets in accordance
with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of. Under SFAS No. 121, the Company is required
to assess the valuation of its long-lived assets, including intangible assets,
based on the estimated cash flows to be generated by such assets. Based on its
most recent analysis, the Company believes that no material impairment of
intangible assets exists as of October 31, 1998. Intangible assets are amortized
on a straight-line basis, based on their estimated lives, as follows:

<TABLE>
<CAPTION>
ESTIMATED LIFE OCTOBER 25, 1997 OCTOBER 31, 1998
-------------- ---------------- ----------------
(IN THOUSANDS)
<S> <C> <C> <C>
Developed technology................... 12 years $ 30,000 $ 52,190
Customer relationships................. 20-25 years 19,000 37,000
Assembled workforce.................... 12-15 years 10,000 16,000
Trade names/trademarks................. 30 years 6,500 6,500
Goodwill............................... 20 years 40,869 94,719
-------- --------
106,369 206,409
Less -- Accumulated amortization....... (5,238) (14,988)
-------- --------
$101,131 $191,421
======== ========
</TABLE>

(6) INCOME TAXES

The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes.

38
<PAGE> 40
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The provision for income taxes shown in the accompanying consolidated
statements of operations is comprised of the following:

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER
----------------------------
1996 1997 1998
------- ------- ------
(IN THOUSANDS)
<S> <C> <C> <C>
Federal
Current......................................... $18,341 $24,072 $6,617
Deferred........................................ (1,206) 1,369 (1,681)
------- ------- ------
17,135 25,441 4,936
------- ------- ------
State
Current......................................... 3,611 2,273 1,307
Deferred........................................ (279) (42) (346)
------- ------- ------
3,332 2,231 961
------- ------- ------
$20,467 $27,672 $5,897
======= ======= ======
</TABLE>

The deferred provision for income taxes results from the following:

<TABLE>
<CAPTION>
1996 1997 1998
------- ------ -------
(IN THOUSANDS)
<S> <C> <C> <C>

Difference between book and tax depreciation...... $ (46) $1,939 $ 2,559
Deferred compensation............................. 266 146 66
Amortization of acquired intangible assets........ -- (1,210) (2,198)
Reserves and expenses recognized in different
periods for book and tax purposes............... (1,658) 480 (2,383)
Other, net........................................ (47) (28) (71)
------- ------ -------
$(1,485) $1,327 $(2,027)
======= ====== =======
</TABLE>

The tax rate used in the computation of the provision for federal and state
income taxes differs from the statutory federal and state rates due to the
following:

<TABLE>
<CAPTION>
1996 1997 1998
----- ----- -----
<S> <C> <C> <C>
Provision for statutory rate....................... 34.00% 35.00% 35.00%
Increase in tax resulting from -- state income
taxes, net of federal tax benefit................ 4.40 4.30 4.26
Tax-exempt interest income......................... (0.40) (0.30) (.02)
Amortization of Goodwill........................... -- 0.89 8.71
Foreign Sales Corporation.......................... (0.05) (0.69) (5.97)
Other, net......................................... 1.05 0.80 (2.23)
----- ----- -----
Provision for income taxes......................... 39.00% 40.00% 39.75%
===== ===== =====
</TABLE>

The provision for income taxes is calculated on income before provision for
taxes without taking into account the write-off of acquired in-process R&D. This
write-off was $63.0 million and $78.0 million for 1998 and 1997, respectively.
Income before the provision for income taxes excluding the write-off would have
been $14.8 million and $69.2 million for 1998 and 1997, respectively. The
Company's effective annual income tax rate for 1998 and 1997 was 39.75% and
40.0%, respectively. The effective rate for both years is slightly less than the
combined federal and state statutory rates. The effective rate was increased by
amortization of goodwill which is not tax deductible, and was offset by the tax
benefit of the Company's foreign sales corporation and various state investment
tax credits.

39
<PAGE> 41
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The tax effects of temporary differences that give rise to significant
portions of the current and long-term deferred tax asset and liability at
October 25, 1997 and October 31, 1998 are as follows:

<TABLE>
<CAPTION>
1997 1998
-------- --------
(IN THOUSANDS)
<S> <C> <C>

Deferred Tax Asset --
Not currently deductible reserves...................... $ 11,592 $ 11,480
Not currently deductible environmental accruals........ 4,127 4,125
Deferred compensation plans............................ 1,140 1,551
-------- --------
Total gross deferred tax asset................. 16,859 17,156
Less -- valuation allowance.............................. (54) --
-------- --------
Net deferred tax asset......................... 16,805 17,156
-------- --------
Deferred Tax Liability --
Acquisition related intangibles........................ (24,096) (39,653)
Property, plant and equipment, principally due to
differences in depreciation......................... (12,911) (19,868)
-------- --------
Total gross deferred tax liability............. (37,007) (59,521)
-------- --------
Net deferred liability................................... $(20,202) $(42,365)
======== ========
</TABLE>

(7) LINES OF CREDIT

The Company's revolving line of credit with various banks is pursuant to an
Amended and Restated Revolving Credit Agreement, as amended (the "Credit
Facility"). The Credit Facility provides, among other things, for direct
borrowings for up to the lesser of $300 million or the Borrowing Base, as
defined in the Credit Facility, and expires January 8, 2002. Interest on loans
outstanding under the Credit Facility is payable at the Company's option at
either (i) the Base Rate (as defined in the Credit Facility) or (ii) the
Eurodollar Rate, plus the Applicable Eurodollar Rate Margin (both as defined in
the Credit Facility). The Company is required to pay a quarterly commitment fee
ranging from .2% to .375% per annum, based on certain financial ratios of the
Company, of the unused commitment under the Credit Facility. The Company is also
required to pay a quarterly usage fee based on an Applicable Base Rate Usage Fee
Margin and an Applicable Eurodollar Rate Usage Fee Margin (both as defined in
the Credit Facility). At October 25, 1997 and October 31, 1998, borrowings of
$100,000,000 and $150,000,000, respectively, were outstanding under the Credit
Facility at weighted average interest rates of 6.26% and 6.58%, respectively.
Borrowing availability under the Credit Facility was $74,500,000 at October 31,
1998.

The Credit Facility contains customary representations and warranties. The
Credit Facility also contains extensive affirmative and negative covenants,
including, among others, certain limits on the ability of the Company and its
subsidiaries to incur indebtedness, create liens, make investments, pay
dividends or other distributions, engage in mergers, consolidations,
acquisitions or dispositions, enter into sale and lease-back transactions, enter
into guarantees, prepay subordinated indebtedness, make capital expenditures or
create any new series of capital stock or amend the terms of existing capital
stock. The Credit Facility also requires the Company to maintain certain
financial covenants, including maximum ratio of Consolidated Funded Debt to
EBITDA, minimum interest coverage, minimum consolidated net worth and minimum
fixed charge coverage. Certain financial covenants were modified and others
added under the most recent amendment to the Credit Facility, including an
additional covenant with respect to a minimum ratio of EBITDA to Consolidated
Total Interest Expense, which covenant terminates at the end of the Company's
fiscal first quarter 1999, and a covenant limiting the amount of Capital
Expenditures the Company and its subsidiaries may make, which covenant
terminates at the end of the Company's fiscal fourth quarter 1999. At October
31, 1998, the Company was in compliance with all loan covenants.

40
<PAGE> 42
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company has a line of credit arrangement with a Malaysian bank
denominated in Malaysian ringgits and U.S. dollars for aggregate borrowings of
approximately $3.4 million for the purpose of acquiring land, facilities and
equipment for the Company's Malaysian subsidiary. The arrangement is renewable
annually. At October 31, 1998, there were no amounts outstanding under this
arrangement.

(8) LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
OCTOBER
-------------------
1997 1998
-------- --------
(IN THOUSANDS)
<S> <C> <C>

Variable Rate Mortgages.................................... $ 820 $ 732
Revolving credit agreement (Note 7)........................ 100,000 150,000
9 1/2% Senior Subordinated Notes due 2008.................. -- 199,354
Obligations under capital leases with interest rates
ranging from 7% to 7.75%................................. 13,960 8,582
-------- --------
114,780 358,668
Less -- Current portion.................................... 5,064 4,377
-------- --------
$109,716 $354,291
======== ========

</TABLE>

On November 12, 1998, the Company consummated an exchange offer pursuant to
which the Notes were exchanged for notes (with terms identical in all material
respects) that were registered with the Securities and Exchange Commission under
a registration statement on Form S-4.

The Notes are guaranteed, on a senior subordinated basis, by each of the
Company's U.S. Restricted Subsidiaries (as defined in the Indenture) (the
"Guarantors"). The net proceeds received by the Company from the issuance and
sale of the Notes, approximately $193.8 million, was used to repay outstanding
indebtedness under the Credit Facility previously incurred to, among other
things, finance the Acquisitions.

The Indenture under which the Notes were issued (the "Indenture") imposes
certain limitations on the ability of the Company, its subsidiaries and, in
certain circumstances, the Guarantors, to, among other things, incur
indebtedness, pay dividends, prepay subordinated indebtedness, repurchase
capital stock, make investments, create liens, engage in transactions with
stockholders and affiliates, sell assets and engage in mergers and
consolidations.

41
<PAGE> 43
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Maturities of long-term debt and capital lease obligations are as follows
as of October 31, 1998:

<TABLE>
<CAPTION>
YEAR ENDING OCTOBER AMOUNT
------------------- ----------
(IN
THOUSANDS)
<S> <C>

1999...................................................... $ 4,377
2000...................................................... 2,208
2001...................................................... 1,628
2002...................................................... 150,092
2003...................................................... 92
Thereafter................................................ 200,271
--------
$358,668
========
</TABLE>

(9) COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases manufacturing equipment and space under noncancelable
operating leases with terms expiring through 2009. Future minimum lease payments
under these leases as of October 31, 1998 are as follows:

<TABLE>
<CAPTION>
REAL
EQUIPMENT ESTATE TOTAL
--------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Year Ending October --
1999.......................................... $ 82 $ 6,615 $ 6,697
2000.......................................... 69 6,804 6,873
2001.......................................... -- 5,847 5,847
2002.......................................... -- 5,587 5,587
2003.......................................... -- 4,876 4,876
Thereafter.................................... -- 22,644 22,644
---- ------- -------
Future minimum lease payments.............. $151 $52,373 $52,524
==== ======= =======
</TABLE>

Total rental expense of approximately $1,434,000, $6,628,000 and $9,805,000
was incurred for the fiscal years ended October 1996, 1997 and 1998,
respectively.

These operating leases include office and manufacturing space formerly
leased from a partnership in which the Chairman of the Board had an interest.
One of the leases is for a term of ten years, and expires in May 2008. A second
lease is for a term of seven years, and expires in May 2005, with options to
extend until May 2011. The remaining lease expires in May 2003, with options to
extend until May 2008. On June 10, 1998, the partnership sold its interest in
the property. The related rental expense for the fiscal years ended October
1996, 1997 and for the portion of fiscal 1998 during which the partnership owned
the properties was approximately $529,000, $533,000 and $394,000, respectively.

Environmental Matters

During March 1995, the Company received a Record of Decision ("ROD") from
the New York State Department of Environmental Conservation ("NYSDEC"),
regarding soil and groundwater contamination at its Owego, New York facility.
Based on a Remedial Investigation and Feasibility Study ("RIFS") for apparent
on-site contamination at that facility and a Focused Feasibility Study ("FFS"),
each prepared by environmental consultants of the Company, the NYSDEC has
approved a remediation program of groundwater withdrawal and treatment and
iterative soil flushing. The Company has executed a Modification of the Order on
Consent to implement the approved ROD. The cost, based upon the FFS, to
implement this remediation is estimated to be $4.6 million, and is expected to
be expended as follows: $260,000 for capital

42
<PAGE> 44
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

equipment and $4.3 million for operation and maintenance costs which will be
incurred and expended over the estimated life of the program of 30 years. In the
summer of 1998, NYSDEC took additional samples from a wetland area near the
Company's Owego facility. Analytical reports of earlier sediment samples
indicated the presence of certain inorganics. The new samples showed elevated
levels of certain metals, but NYSDEC has not made a determination as to the
potential source of such metals, the remedial action to be taken, or the persons
to undertake and/or pay for any remediation. There can be no assurance that the
Company and/or other third parties will not be required to conduct additional
investigations and remediation at that location, the costs of which are
currently indeterminable.

The Company has commenced the operation of a groundwater extraction system
at its Derry, New Hampshire facility to address certain groundwater
contamination and migration control issues. It is not possible to make a
reliable estimate of the length of time remedial activity will have to be
performed. However, it is anticipated that the groundwater extraction system
will be operated for at least 30 years. There can be no assurance that the
Company will not be required to conduct additional investigations and
remediation relating to the Derry facility. The total costs of such groundwater
extraction system and of conducting any additional investigations and
remediation relating to the Derry facility are not fully determinable.

The Company accrues estimated costs associated with known environmental
matters, when such costs can be reasonably estimated. The cost estimates
relating to future environmental clean-up are subject to numerous variables, the
effects of which can be difficult to measure, including the stage of the
environmental investigations, the nature of potential remedies, possible joint
and several liability, the magnitude of possible contamination, the difficulty
of determining future liability, the time over which remediation might occur,
and the possible effects of changing laws and regulations. The total reserve for
environmental matters currently identified by the Company amounted to $10.6
million at October 25, 1997 and October 31, 1998. The current portion of these
costs amounted to approximately $1.4 million as of October 25, 1997 and October
31, 1998, and is included in other accrued expenses. The long-term portion of
these costs amounted to approximately $9.2 million as of October 25, 1997 and
October 31, 1998, and is reported under the caption Other Long-Term Liabilities.
Based on its assessment at the current time, management estimates the cost of
ultimate disposition of the known environmental matters to range from
approximately $7.0 million to $12.0 million, and is expected to be spread over a
number of years. Management believes the ultimate disposition of the above known
environmental matters will not have a material adverse effect on the liquidity,
capital resources, business or consolidated financial position of the Company.
However, one or more of such environmental matters could have a significant
negative impact on the Company's consolidated financial results for a particular
reporting period.

Included in operating expenses are charges for actual expenditures and
accruals, based on estimates, for environmental matters. During fiscal 1996,
1997 and 1998, the Company made, and charged to operating expenses, actual
payments of approximately $680,000, $296,000, and $92,000, respectively, for
environmental matters. In 1996, the Company also accrued and charged to
operating expenses approximately $1,825,000, as cost estimates for environmental
matters.

Litigation

The Company is one of 33 entities which have been named as potentially
responsible parties in a lawsuit pending in the federal district court of New
Hampshire concerning environmental conditions at the Auburn Road, Londonderry,
New Hampshire landfill site. Local, state and federal entities and certain other
parties to the litigation seek contribution for past costs, totaling
approximately $20 million, allegedly incurred to assess and remedy the Auburn
Road site. In December 1996, following publication and comment period, the U.S.
Environmental Protection Agency (EPA) amended the ROD to change the remedy at
the Auburn Road site from active groundwater remediation to future monitoring.
Other parties to the lawsuit also allege that future monitoring will be
required. The Company is contesting liability, but is participating in mediation
with 27 other parties in an effort to resolve the lawsuit.

43
<PAGE> 45
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

From 1974 to 1980, the Company operated a printed circuit manufacturing
facility in Florida as a lessee. This property is the subject of a pending
lawsuit (the "Florida Lawsuit") and an investigation by the Florida Department
of Environmental Protection ("FDEP"). Hadco and others are participating in
alternative dispute resolution regarding the site with an independent mediator.
Management believes it is likely that it will participate in implementing a
continuing remedial program for the site, the costs of which are currently
unknown.

In connection with the Florida Lawsuit, Hadco and Gould, Inc., was each
served with a third-party complaint in June 1995, as third-party defendants in
such pending Florida Lawsuit by a party who had previously been named as a
defendant when the Florida Lawsuit was commenced in 1993 by the FDEP. The
Florida Lawsuit seeks damages relating to environmental pollution and FDEP costs
and expenses, civil penalties, and declaratory and injunctive relief to require
the parties to complete assessment and remediation of soil and groundwater
contamination. The other parties include alleged owners of the property and
Fleet Credit Corporation, a secured lender to a prior lessee of the property.

In March 1993, the EPA notified Hadco Santa Clara of its potential
liability for maintenance and remediation costs in connection with a hazardous
waste disposal facility operated by Casmalia Resources, a California Limited
Partnership, in Santa Barbara County, California. The EPA identified Hadco Santa
Clara as one of the 65 generators which had disposed the greatest amounts of
materials at the site. Based on the total tonnage contributed by all generators,
Hadco Santa Clara's share is estimated at approximately 0.2% of the total
weight.

In June 1997, the United States District Court in Los Angeles, California
approved and entered a Consent Decree among the EPA and 49 entities (including
Hadco Santa Clara) acting through the Casmalia Steering Committee ("CSC"). The
Consent Decree sets forth the terms and conditions under which the CSC will
carry out work aimed at final closure of the site. Certain closure activities
will be performed by the CSC. Later work will be performed by the CSC, if funded
by other parties. Under the Consent Decree, the settling parties will work with
the EPA to pursue the non-settling parties to ensure they participate in
contributing to the closure and long-term operation and maintenance of the
facility.

The future costs in connection with the lawsuits described in the above
paragraphs are currently indeterminable due to such factors as the unknown
timing and extent of any future remedial actions which may be required, the
extent of any liability of the Company and of other potentially responsible
parties, and the financial resources of the other potentially responsible
parties. Management currently believes, based on the facts currently known to
it, that it is probable that the ultimate dispositions of the above lawsuits
will not have a material adverse effect on the Company's business and financial
condition; however, there can be no assurance that this will be the case.

Purchase Commitments

The Company had commitments to purchase approximately $17,640,000 of
manufacturing equipment and approximately $2,508,000 of leasehold improvements
as of October 31, 1998. The majority of these commitments is expected to be
completed by the end of fiscal 1999.

44
<PAGE> 46
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(10) STOCKHOLDERS' INVESTMENT

Employee Stock Options

The Company has several stock option plans that provide for the granting of
stock options to employees. The plans are administered by the Compensation
Committee of the Board of Directors and generally provide for the granting of
options at fair market value at the date of grant. The options vest over various
periods not to exceed 10 years, and expire at various times not exceeding 10
years plus 90 days from the date of grant. Substantially all employee stock
options granted are nonqualified stock options. The discussion below does not
include the plans pursuant to which the Board of Directors have determined not
to make future grants of options.

December 1991 Director Plan

This plan provides for the granting of options to purchase up to 300,000
shares of common stock at a price equal to the fair market value at the date of
grant. Initial options granted under this plan are exercisable ratably over a
four year period and expire no later than seven years from the date of grant.
This plan also provides for an annual grant of a vested option for 3,000 shares
to each non-employee director who has served as a director for five years or
more.

November 1995 Plan

This plan provides for the granting of options to purchase up to 1,000,000
shares of common stock at a price equal to fair market value at the date of
grant. The options vest according to each option agreement and they expire no
later than 10 years from the date of grant.

The 1998 Stock Plan

This plan provides for the granting of stock rights including options,
awards, and purchases up to 1,000,000 shares of common stock at a minimum price
equal to the fair market value at the date of grant. Stock rights may be granted
to employees, directors, and other associated parties. Stock rights will expire
as specified by the Compensation Committee, but in no case longer than 10 years
from the date of grant. The plan was approved by the Board of Directors on
September 15, 1998 and is currently subject to shareholder approval. There have
been no awards under this plan as of October 31, 1998.

Outside Directors Compensation Plan of 1998

The Company adopted the Outside Directors Compensation Plan of 1998 (the
"Directors Plan") in December 1997. The Directors Plan provides that the annual
fee for the outside directors shall be paid in restricted stock, and that
additional meeting fees may, at the option of the director, be paid in
restricted stock. A total of 12,000 shares of common stock have been reserved
for grant under the Directors Plan (as reduced by the Board of Directors from
24,000 shares). During fiscal 1998, the Company issued 4,436 shares under the
Directors Plan.

Employee Stock Purchase Plan

The Employee Stock Purchase Plan (the ESP Plan) was approved by the
Stockholders in March, 1998 to allow eligible employees, as defined in the ESP
Plan, to purchase shares of common stock during one or more six-month periods
through payroll deductions. Shares are purchased at 85% of fair value, as
defined. A total of 500,000 shares of common stock have been reserved for
purchase under the ESP Plan. During fiscal 1998, the Company issued 57,226
shares under the ESP Plan. At October 31, 1998, the Company has 442,774 shares
available for purchase under the ESP Plan.

45
<PAGE> 47
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Stockholder Rights Plan

The Company adopted a Stockholder Rights Plan in August 1995 pursuant to
which the Company declared the distribution of one Common Stock Purchase Right
("Right") for each share of outstanding common stock. Under certain conditions,
each Right may be exercised for one share of common stock at an exercise price
of $130, subject to adjustment. Under circumstances defined in the Stockholder
Rights Plan, the Rights entitle holders to purchase stock having a value of
twice the exercise price of the Rights. Until they become exercisable, the
Rights are not transferable apart from the common stock. The Rights may be
redeemed by the Company at any time prior to the occurrence of certain events at
$.01 per Right. The Stockholder Rights Plan will expire on September 11, 2005,
unless the Rights are earlier redeemed by the Company.

The following table summarizes stock option activity with respect to all
stock options:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
NUMBER EXERCISE EXERCISE
OF SHARES PRICE RANGE PRICE
--------- --------------- --------
(IN
THOUSANDS)
<S> <C> <C> <C>

Outstanding, October 28, 1995............ 1,446 $ 2.00 -- $25.69 $ 5.44
Options granted........................ 150 27.00 -- 31.50 30.98
Options exercised...................... (443) 2.00 -- 11.06 3.92
Options canceled....................... (45) 2.00 -- 31.50 6.75
----- --------------- ------
Outstanding, October 26, 1996............ 1,108 2.00 -- 31.50 9.45
Options granted........................ 267 45.31 -- 67.00 48.52
Options exercised...................... (263) 2.00 -- 31.50 4.98
Options canceled....................... (42) 2.00 -- 51.88 19.68
----- --------------- ------
Outstanding, October 25, 1997............ 1,070 2.10 -- 67.00 19.87
Options granted........................ 533 31.78 -- 63.50 48.47
Options exercised...................... (179) 2.10 -- 11.06 6.04
Options canceled....................... (116) 2.10 -- 67.00 38.60
----- --------------- ------
Outstanding, October 31, 1998............ 1,308 $ 2.10 --$67.00 $31.72
===== =============== ======
</TABLE>

The following table summarizes information about stock options outstanding
and exercisable at October 31, 1998:

<TABLE>
<CAPTION>
WEIGHTED
WEIGHTED AVERAGE
AVERAGE WEIGHTED EXERCISE
REMAINING AVERAGE PRICE OF
RANGE OF OPTIONS CONTRACTUAL LIFE EXERCISE OPTIONS EXERCISABLE
EXERCISE PRICES OUTSTANDING (YEARS) PRICE EXERCISABLE OPTIONS
--------------- ----------- ---------------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C>

$2.10 -- $2.78............. 38,860 0.58 $ 2.37 38,860 $ 2.37
3.38 -- 4.94............. 112,545 2.46 4.20 102,555 4.13
6.69 -- 8.00............. 49,875 5.03 7.93 17,475 7.89
8.50 -- 12.00............. 268,500 5.46 8.81 119,025 8.79
27.00 -- 38.13............. 381,475 5.92 34.33 42,165 30.49
44.25 -- 67.00............. 456,630 6.47 54.90 41,288 47.98
--------- ------ ------- ------
1,307,885 $31.72
========= ======
Exercisable October 31, 1998 361,368 $13.74
======= ======
Exercisable October 25, 1997 379,000 $ 7.65
======= ======
Exercisable October 26, 1996 506,885 $ 4.52
======= ======
</TABLE>

46
<PAGE> 48
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company has reserved as of October 31, 1998, a total of 2,258,235
shares of common stock for issuance under stock option plans. During fiscal
1996, 1997 and 1998, approximately $154,000, $121,000, and $73,000,
respectively, were charged against income as compensation expense associated
with the granting of these options.

The Company has computed the pro forma disclosures required under SFAS No.
123 using the Black-Scholes option pricing model for all stock options and stock
issuances under the Employee Stock Purchase Plan. The assumptions used, weighted
average information and the pro forma effect of applying SFAS No. 123 for the
years ended October 26, 1996, October 25, 1997 and October 31, 1998 are as
follows:

Risk-free interest rates.................. 6.20% -- 6.73% 6.20% -- 6.66% 5.75% -- 6.08%
Expected dividend yield................... -- -- --
Expected lives............................ 6.53 years 6.77 years 6.24 years
Expected volatility....................... 43.6% 43.6% 47.0%

Weighted average grant-date fair value of
options granted during the period, net
of an estimated termination rate of
32.70%.................................. $ 24.54 $ 26.51 $ 24.17

Weighted average exercise price of options
granted during the period, net of an
estimated termination rate of 32.70%.... $ 45.26 $ 48.15 $ 43.76

Weighted average remaining contractual
life of options outstanding............. 8.92 years 8.66 years 8.03 years

Weighted average exercise price of
506,885, 379,000 and 361,368 options
exercisable at October 26, 1996, October
25, 1997 and October 31, 1998,
respectively............................ $ 4.52 $ 7.50 $ 13.74

Pro forma net income (loss) (in
thousands).............................. $ 31,802 $ (37,088) $ (55,755)

Pro forma diluted net income (loss) per
share................................... $ 2.87 $ (3.18) $ (4.09)
</TABLE>

(11) RETIREMENT PLAN

The Hadco Corporation Retirement Plan (the "Plan"), as amended, covers all
employees with at least six months of continuous service, as defined. Annual
profit sharing contributions are made at the discretion of the Board of
Directors but cannot exceed the amount allowable for federal income tax
purposes. The Company provided for profit sharing contributions of $3,335,000,
$4,016,000 and $1,040,000 to the Plan for the years ended October 1996, 1997 and
1998, respectively.

The Plan permits participants to elect to have contributions made to the
Plan in the form of reductions in salary under Section 401(k) of the Internal
Revenue Code subject to limitations set out in the Plan. Under the Plan, the
Company will match employee contributions up to 50% of the first six percent
contributed. Employee contributions become vested when made, and Company
contributions become vested at the rate of 33 1/3 for each year of service with
the Company. The Company matched employee contributions in the amount of
approximately $736,000, $834,000 and $3,798,000 during fiscal 1996, 1997 and
1998, respectively.

(12) QUARTERLY RESULTS (UNAUDITED)

The following summarized unaudited results of operations for the fiscal
quarters in the years ended October 1997 and 1998 have been accounted for using
generally accepted principles for interim reporting purposes and include
adjustments (consisting of normal recurring adjustments) that the Company
considers necessary for the fair presentation of results for these interim
periods.

47
<PAGE> 49
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>
1997 1998
--------- ---------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C>
First Fiscal Quarter --
Net sales................................................. $111,536 $198,276
Gross profit.............................................. 26,377 39,068
Net income (loss)......................................... (69,161) 12,127
Diluted net income (loss) per share....................... (6.64) .90
Diluted weighted average shares outstanding............... 10,413 13,505

Second Fiscal Quarter --
Net sales................................................. $180,662 $209,587
Gross profit.............................................. 38,463 36,730
Net income (loss)......................................... 9,953 (59,739)
Diluted net income (loss) per share....................... .91 (4.54)
Diluted weighted average shares outstanding............... 10,956 13,161

Third Fiscal Quarter --
Net sales................................................. $183,274 $201,392
Gross profit.............................................. 39,254 18,580
Net income (loss)......................................... 11,369 (6,880)
Diluted net income (loss) per share....................... .93 (.52)
Diluted weighted average shares outstanding............... 12,254 13,255

Fourth Fiscal Quarter --
Net sales................................................. $173,233 $217,104
Gross profit.............................................. 37,298 29,312
Net income................................................ 11,346 382
Diluted net income per share.............................. .84 0.03
Diluted weighted average shares outstanding............... 13,528 13,560
</TABLE>

(13) CUSTOMERS

During fiscal years 1996, 1997 and 1998, one customer accounted for
approximately 15%, 15% and 17% of consolidated net sales, respectively. The
Company's five largest customers accounted for 34%, 34% and 37% of consolidated
net sales during fiscal 1996, 1997 and 1998, respectively. The Company has one
customer that accounted for 16% and 13% of consolidated accounts receivable at
October 25, 1997 and October 31, 1998, respectively.

(14) GEOGRAPHIC SALES INFORMATION

Export sales to unaffiliated customers outside of the United States totaled
approximately $177 million for the year ended October 31, 1998, representing
approximately 21% of net sales. Export sales as a percentage of total net sales
for the year ended October 31, 1998 were primarily to the following regions:

<TABLE>
<S> <C>
Canada...................................................... 10.5%
Europe...................................................... 6.0
Asia........................................................ 4.0
Other....................................................... .5
----
21.0%
====
</TABLE>

(15) RESTRUCTURING AND OTHER NON-RECURRING CHARGES

On April 6, 1998, the Company announced the planned consolidation of its
two East Coast quick-turn prototype facilities into the larger of the two
facilities located at Haverhill, MA. The Company incurred and recorded in the
fiscal quarter ended May 2, 1998 non-recurring charges in connection with the
consolidation

48
<PAGE> 50
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

totaling $5.9 million. Non-recurring costs include costs associated with the
abandonment of assets at one of the facilities. On July 31, 1998, the Company
announced a limited restructuring, which temporarily reduced the Company's
workforce by approximately 3%. This restructuring was in addition to the
consolidation of the East Coast quick-turn prototype facilities. The cost of
this limited restructuring is comprised of severance and related benefits for
the terminated employees. As of October 31, 1998 the Company has recorded a
liability for both restructurings totaling $897,000, which relates to severance
and other payroll related costs, as well as lease termination costs. The
component of the charges classified as restructuring-related met the criteria
set forth in Emerging Issues and Task Force Issue ("EITF") 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."

The components of the restructuring and other non-recurring costs during
the year ended October 31, 1998 are as follows:

<TABLE>
<CAPTION>
EAST COAST
FACILITY COMPANY-WIDE
CONSOLIDATION RESTRUCTURING TOTAL
------------- ------------- -----
(IN THOUSANDS)
<S> <C> <C> <C>

Loss on abandonment of assets.................. $1,965 $ -- $1,965
Severance benefits and associated costs........ 130 1,105 1,235
Lease termination loss......................... 1,336 -- 1,336
------ ------ ------
Total Restructuring Charges.......... 3,431 1,105 4,536
Other Non-recurring Charges.................... 2,517 -- 2,517
------ ------ ------
Total Restructuring and Other
Charges............................ $5,948 $1,105 $7,053
====== ====== ======
</TABLE>

Included in the restructuring and other charges is $2.5 million, which
represents the write-down of existing assets to their net realizable value, in
accordance with SFAS 121, Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets to be Disposed Of.

(16) SUPPLEMENTAL GUARANTORS CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Basis of presentation. In connection with the Continental Acquisition,
which was financed with approximately $184 million of borrowings from the Credit
Facility, the Company on May 18, 1998 sold $200 million aggregate principal
amount of 9 1/2% Senior Subordinated Notes due in 2008 (the "Notes"). The Notes
are fully and unconditionally guaranteed on a senior subordinated basis, jointly
and severally, by certain of the Company's wholly-owned domestic subsidiaries
(the "Guarantors"). The Guarantors are Hadco Santa Clara, Inc., Hadco Phoenix,
Inc., CCIR of Texas Corp. and CCIR of California Corp. The condensed
consolidating financial statements of the Guarantors are presented below and
should be read in connection with the Consolidated Financial Statements of the
Company. Separate financial statements of the Guarantors are not presented
because (i) the Guarantors are wholly-owned and have fully and unconditionally
guaranteed the Notes on a joint and several basis and (ii) the Company's
management has determined such separate financial statements are not material to
investors and believes the condensed consolidating financial statements
presented are more meaningful in understanding the financial position of the
Guarantors.

There are no significant restrictions on the ability of the Guarantors to
make distributions to the Company.

Condensed consolidating financial information has not been presented for
1996 because the Guarantors were not subsidiaries of the Company in its 1996
fiscal year.

49
<PAGE> 51
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET

<TABLE>
<CAPTION>
AS OF OCTOBER 25, 1997
-----------------------------------------------------------------------
GUARANTOR NON-GUARANTOR PARENT ELIMINATION CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES CORPORATION ENTRIES TOTAL
------------ ------------- ----------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents.... $ (1,603) $ 2,249 $ 11,525 $ -- $ 12,171
Short-term investments....... -- -- 1,562 -- 1,562
Accounts receivable, net..... 145 56 92,021 -- 92,222
Inventories.................. 11,229 5,116 29,655 -- 46,000
Deferred tax asset........... -- -- 10,483 -- 10,483
Prepaid expenses and other
current assets............. 2,271 113 1,861 -- 4,245
-------- ------- -------- --------- --------
Total current assets.... 12,042 7,534 147,107 -- 166,683
Property, Plant and Equipment,
net............................. 67,525 33,462 130,503 -- 231,490
Intercompany Receivable........... 12,184 -- 863 (13,047) --
Investments in Subsidiaries....... 23,435 -- 142,560 (165,995) --
Acquired Intangible Assets, net... 101,131 -- -- -- 101,131
Other Assets...................... 619 1,852 742 -- 3,213
-------- ------- -------- --------- --------
$216,936 $42,848 $421,775 $(179,042) $502,517
======== ======= ======== ========= ========

LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
Current portion of long-term
debt....................... $ 4,215 $ 104 $ 745 $ -- $ 5,064
Accounts payable............. 21,608 4,745 42,241 -- 68,594
Intercompany payable......... -- 13,047 -- (13,047) --
Accrued payroll and other
employee benefits.......... 5,693 225 22,361 -- 28,279
Accrued taxes................ 3,880 269 (2,374) -- 1,775
Other accrued expenses....... 1,514 56 7,708 -- 9,278
-------- ------- -------- --------- --------
Total current
liabilities........... 36,910 18,446 70,681 (13,047) 112,990
-------- ------- -------- --------- --------
Long-term Debt, net of current
portion......................... 8,278 353 101,085 --........ 109,716
-------- ------- -------- --------- --------
Deferred Tax Liability............ 29,802 -- 883 -- 30,685
-------- ------- -------- --------- --------
Other Long-term Liabilities....... -- -- 9,214 --........ 9,214
-------- ------- -------- --------- --------
Stockholders' Investment:
Common stock, $.05 par value;
Authorized -- 25,000 shares
Issued and outstanding --
13,086 shares in 1997...... 11 29,654 655 (29,665) 655
Paid-in Capital................... 212,474 -- 168,246 (212,474) 168,246
Deferred Compensation............. -- -- (117) -- (117)
Retained Earnings................. (70,539) (5,605) 71,128 76,144 71,128
-------- ------- -------- --------- --------
Total stockholders'
investment............ 141,946 24,049 239,912 (165,995) 239,912
-------- ------- -------- --------- --------
$216,936 $42,848 $421,775 $(179,042) $502,517
======== ======= ======== ========= ========
</TABLE>

50
<PAGE> 52
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)

CONDENSED CONSOLIDATING BALANCE SHEET

<TABLE>
<CAPTION>
AS OF OCTOBER 31, 1998
-----------------------------------------------------------------------
GUARANTOR NON-GUARANTOR PARENT ELIMINATION CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES CORPORATION ENTRIES TOTAL
------------ ------------- ----------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents.... $ 836 $ 2 $ 6,331 $ -- $ 7,169
Accounts receivable, net..... 54,092 6,382 50,620 -- 111,094
Inventories.................. 24,984 5,560 36,473 -- 67,017
Deferred tax asset........... -- -- 17,156 -- 17,156
Prepaid expenses and other
current assets............. 999 227 17,440 -- 18,666
-------- ------- -------- --------- --------
Total current assets.... 80,911 12,171 128,020 -- 221,102
Property, Plant and Equipment,
net............................. 138,912 49,029 134,946 -- 322,887
Intercompany Receivable........... -- 160 91,463 (91,623) --
Investments in Subsidiaries....... 17,895 -- 267,882 (285,777) --
Acquired Intangible Assets, net... 191,421 -- -- -- 191,421
Other Assets...................... 686 -- 7,729 -- 8,415
-------- ------- -------- --------- --------
$429,825 $61,360 $630,040 $(377,400) $743,825
======== ======= ======== ========= ========

LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
Current portion of long-term
debt....................... $ 3,417 $ 158 $ 802 $ -- $ 4,377
Accounts payable............. 34,249 4,941 40,160 -- 79,350
Intercompany payable......... 54,523 37,100 -- (91,623) --
Accrued payroll and other
employee benefits.......... 3,465 160 22,904 -- 26,529
Accrued taxes................ 17,099 160 (17,259) -- --
Other accrued expenses....... 1,328 105 17,583 -- 19,016
-------- ------- -------- --------- --------
Total current
liabilities........... 114,081 42,624 64,190 (91,623) 129,272
-------- ------- -------- --------- --------
Long-Term Debt, net of current
portion......................... 3,796 230 350,265 -- 354,291
-------- ------- -------- --------- --------
Deferred Tax Liability............ 44,677 -- 14,844 -- 59,521
-------- ------- -------- --------- --------
Other Long-Term Liabilities....... -- -- 9,192 -- 9,192
-------- ------- -------- --------- --------
Stockholders' Investment:
Common stock, $0.05 par
value; Authorized -- 50,000
shares Issued and
outstanding -- 13,366 in
1998....................... 11 29,654 669 (29,665) 669
Paid-in Capital................... 400,616 -- 173,906 (400,616) 173,906
Deferred Compensation............. -- -- (44) -- (44)
Retained Earnings................. (133,356) (11,148) 17,018 144,504 17,018
-------- ------- -------- --------- --------
Total stockholders'
investment............ 267,271 18,506 191,549 (285,777) 191,549
-------- ------- -------- --------- --------
$429,825 $61,360 $630,040 $(377,400) $743,825
======== ======= ======== ========= ========
</TABLE>

51
<PAGE> 53
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED OCTOBER 25, 1997
--------------------------------------------------------------------------
GUARANTOR NON-GUARANTOR PARENT ELIMINATION CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES CORPORATION ENTRIES TOTAL
------------ ------------- ----------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>

Net Sales........................ $195,411 $26,411 $426,883 $ -- $648,705
Cost of Sales.................... 164,069 18,773 324,471 -- 507,313
-------- ------- -------- ------- --------
Gross Profit................ 31,342 7,638 102,412 -- 141,392
Operating Expenses............... 12,821 7,696 44,069 -- 64,586
Write-off of Acquired In-Process
Research and Development....... 78,000 -- -- -- 78,000
-------- ------- -------- ------- --------
Income (Loss) From Operations.... (59,479) (58) 58,343 -- (1,194)
Interest and Other Income........ 655 -- 2,641 -- 3,296
Interest Expense................. (2,003) (557) (8,363) -- (10,923)
-------- ------- -------- ------- --------
Income (Loss) Before
Provision for Income
Taxes..................... (60,827) (615) 52,621 -- (8,821)
Provision for Income Taxes....... 6,860 275 20,537 -- 27,672
Equity in loss of subsidiary..... (2,852) -- (68,577) 71,429 --
-------- ------- -------- ------- --------
Net Loss.................... $(70,539) $ (890) $(36,493) $71,429 $(36,493)
======== ======= ======== ======= ========

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

<CAPTION>
FOR THE YEAR ENDED OCTOBER 31, 1998
--------------------------------------------------------------------------
GUARANTOR NON-GUARANTOR PARENT ELIMINATION CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES CORPORATION ENTRIES TOTAL
------------ ------------- ----------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>

Net Sales........................ $341,974 $35,378 $449,007 $ -- $826,359
Cost of Sales.................... 306,752 35,776 360,141 -- 702,669
-------- ------- -------- ------- --------
Gross Profit................ 35,222 (398) 88,866 -- 123,690
Operating Expenses............... 17,939 3,828 59,860 -- 81,627
Restructuring and Other Non-
Recurring Charges.............. -- -- 7,053 -- 7,053
Write-off of Acquired In-Process
Research and Development....... 63,050 -- -- -- 63,050
-------- ------- -------- ------- --------
Income (Loss) From
Operations................ (45,767) (4,226) 21,953 -- (28,040)
Interest and Other Income........ (419) 2,752 (3,250) 3,212 2,295
Interest Expense................. (852) (404) (21,212) -- (22,468)
-------- ------- -------- ------- --------
Loss Before Provision for
Income Taxes.............. (47,038) (1,878) (2,509) 3,212 (48,213)
Provision for Income Taxes....... 10,240 450 (4,793) -- 5,897
Equity in loss of subsidiary..... (5,540) -- (59,606) 65,146 --
-------- ------- -------- ------- --------
Net Loss.................... $(62,818) $(2,328) $(57,322) $68,358 $(54,110)
======== ======= ======== ======= ========
</TABLE>

52
<PAGE> 54
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED OCTOBER 25, 1997
-----------------------------------------------------------------------
GUARANTOR NON-GUARANTOR PARENT ENTITIES CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES CORPORATION ELIMINATION TOTAL
------------ ------------- ----------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>

Net cash provided by (used in)
operating activities............ $44,591 $9,978 $ (3,902) $-- $ 50,667
------- ------ --------- --- ---------
Cash Flows from Investing
Activities:
Purchases of short-term
investments................ -- -- (19,862) -- (19,862)
Maturities of short-term
investments................ -- -- 27,701 -- 27,701
Investments in
subsidiaries............... 9,496 726 (10,222) -- --
Purchases of property, plant
and equipment.............. (19,976) (4,092) (45,783) -- (69,851)
Proceeds from sale of
property, plant and
equipment.................. -- -- 2,760 -- 2,760
Foreign Sales Corp.
dividend................... -- (1,962) 1,962 -- --
Acquisition of Zycon
Corporation, net of cash
acquired................... -- -- (209,661) -- (209,661)
------- ------ --------- --- ---------
Net cash used in
investing
activities............ (10,480) (5,328) (253,105) -- (268,913)
------- ------ --------- --- ---------
Cash Flows from Financing
Activities:
Principal payments of
long-term debt and capital
lease obligations.......... (35,714) (2,505) (126,547) -- (164,766)
Proceeds from issuance of
long-term debt............. -- -- 224,954 -- 224,954
Proceeds from exercise of
stock options.............. -- -- 1,303 -- 1,303
Sale of common stock, net of
issuance costs............. -- -- 131,088 -- 131,088
Tax benefit from exercise of
non-qualified stock
options.................... -- -- 5,052 -- 5,052
------- ------ --------- --- ---------
Net cash (used in)
provided by financing
activities............ (35,714) (2,505) 235,850 -- 197,631
------- ------ --------- --- ---------
Net Increase (Decrease) in Cash
and Cash Equivalents............ (1,603) 2,145 (21,157) -- (20,615)
Cash and Cash Equivalents,
Beginning of Period............. -- 104 32,682 -- 32,786
------- ------ --------- --- ---------
Cash and Cash Equivalents, End of
Period.......................... $(1,603) $2,249 $ 11,525 $-- $ 12,171
======= ====== ========= === =========
</TABLE>

53
<PAGE> 55
HADCO CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED OCTOBER 31, 1998
-----------------------------------------------------------------------
GUARANTOR NON-GUARANTOR PARENT ELIMINATION CONSOLIDATED
SUBSIDIARIES SUBSIDIARIES CORPORATION ENTITIES TOTAL
------------ ------------- ----------- ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>

Net cash provided by (used in)
operating activities............ $ 65,020 $ 17,586 $ (22,881) $3,212 $ 62,937
-------- -------- --------- ------ ---------
Cash Flows from Investing
Activities:
Purchases of short-term
investments................ -- -- (2,020) -- (2,020)
Maturities of short-term
investments................ -- -- 3,582 -- 3,582
Foreign Sales Corp.
dividend................... -- (3,212) 3,212 -- --
Purchases of property, plant
and equipment.............. (21,867) (19,764) (41,877) -- (83,508)
Investments in
subsidiaries............... -- 3,212 -- (3,212) --
Acquisition of Continental
Circuits Corp., net of cash
acquired................... -- -- (192,532) -- (192,532)
-------- -------- --------- ------ ---------
Net cash used in
investing
activities............ (21,867) (19,764) (229,635) (3,212) (274,478)
-------- -------- --------- ------ ---------
Cash Flows from Financing
Activities:
Principal payments of
long-term debt and capital
lease obligations.......... (40,714) (69) (217,641) -- (258,424)
Proceeds from issuance of
long-term debt............. -- -- 459,289 -- 459,289
Proceeds from exercise of
stock options.............. -- -- 1,082 -- 1,082
Sale of common stock, net of
issuance costs............. -- -- 2,593 -- 2,593
Tax benefit from exercise of
non-qualified stock
options.................... -- -- 1,999 -- 1,999
-------- -------- --------- ------ ---------
Net cash provided by
financing
activities............ (40,714) (69) 247,322 -- 206,539
-------- -------- --------- ------ ---------
Net Increase (Decrease) in Cash
and Cash Equivalents............ 2,439 (2,247) (5,194) -- (5,002)
Cash and Cash Equivalents,
Beginning of Period............. (1,603) 2,249 11,525 -- 12,171
-------- -------- --------- ------ ---------
Cash and Cash Equivalents, End of
Period.......................... $ 836 $ 2 $ 6,331 $ -- $ 7,169
======== ======== ========= ====== =========
</TABLE>

54
<PAGE> 56

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

Not applicable

PART III

Anything herein to the contrary notwithstanding, in no event whatsoever are
the sections entitled "Stock Performance Graph" and "Compensation Committee
Report on Executive Compensation" to be incorporated by reference herein from
the Company's definitive proxy statement in connection with its Annual Meeting
of Stockholders to be held on March 3, 1999.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Certain information relating to directors and executive officers of the
Company is incorporated by reference herein from the Company's definitive proxy
statement in connection with its Annual Meeting of Stockholders to be held on
March 3, 1999, which proxy statement will be filed with the Securities and
Exchange Commission not later than 120 days after the close of the Company's
fiscal year ended October 31, 1998.

ITEM 11. EXECUTIVE COMPENSATION

Certain information relating to remuneration of directors and executive
officers and other transactions involving management is incorporated by
reference herein from the Company's definitive proxy statement in connection
with its Annual Meeting of Stockholders to be held on March 3, 1999, which proxy
statement will be filed with the Securities and Exchange Commission not later
than 120 days after the close of the Company's fiscal year ended October 31,
1998.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Certain information relating to security ownership of certain beneficial
owners and management is incorporated by reference herein from the Company's
definitive proxy statement in connection with its Annual Meeting of Stockholders
to be held on March 3, 1999, which proxy statement will be filed with the
Securities and Exchange Commission not later than 120 days after the close of
the Company's fiscal year ended October 31, 1998.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain information relating to certain relationships and related
transactions is incorporated by reference herein from the Company's definitive
proxy statement in connection with its Annual Meeting of Stockholders to be held
on March 3, 1999, which proxy statement will be filed with the Securities and
Exchange Commission not later than 120 days after the close of the Company's
fiscal year ended October 31, 1998.

55
<PAGE> 57

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A) 1. FINANCIAL STATEMENTS:

The following consolidated financial statements are included in Item 8:

Report of Independent Public Accountants.

Consolidated Statements of Operations for the years ended October 31,
1998, October 25, 1997 and October 26, 1996.

Consolidated Balance Sheets as of October 31, 1998 and October 25, 1997.

Consolidated Statements of Stockholders' Investment for the years ended
October 31, 1998, October 25, 1997 and October 26, 1996.

Consolidated Statements of Cash Flows for the years ended October 31,
1998, October 25, 1997 and October 26, 1996.

Notes to Consolidated Financial Statements.

(A) 2. FINANCIAL STATEMENT SCHEDULES:

The following consolidated financial statement schedules are included in
Item 14(d):

II -- Valuation and Qualifying Accounts.

Schedules other than those listed above have been omitted since they are
either not required or the information is otherwise included.

(A) 3. LISTING OF EXHIBITS:

<TABLE>
<CAPTION>
EXHIBIT
-------
<S> <C>
3.1 -- Restated Articles of Organization of Registrant (filed as
Exhibit 3.1 to the Registration Statement No. 333-21977 on
Form S-3 and incorporated herein by reference).
3.2 -- By-laws of Registrant, as amended (filed as Exhibit 3.2 to
the Registration Statement No. 333-21977 on Form S-3 and
incorporated herein by reference).
3.3 -- Amendment to Restated Articles of Organization of Registrant
dated March 4, 1998 (filed as Exhibit 3.1 to Quarterly
Report on Form 10-Q, File No. 0-12102, for the quarter ended
January 31, 1998 and incorporated herein by reference).
4 -- Description of Capital Stock, contained in Article 4 of
Registrant's Restated Articles of Organization (filed as
Exhibit 3.1 to the Registration Statement No. 333-21977 on
Form S-3 and incorporated herein by reference).
*10.1 -- Registrant's December 5, 1986 Non-Qualified Stock Option
Plan (filed as Exhibit 10.7 to Annual Report on Form 10-K,
File No. 0-12102, for the year ended October 25, 1986 and
incorporated herein by reference).
*10.2 -- Profit Sharing Plan and Trust of Registrant, as amended
through December 9, 1988 and restated effective January 1,
1988 (filed as Exhibit 10.22 to Annual Report on Form10-K,
File No. 0-12102, for the year ended October 29, 1988 and
incorporated herein by reference).
*10.3 -- Registrant's December 6, 1985 Non-Qualified Stock Option
Plan (filed as Exhibit 10.56 to Annual Report on Form 10-K,
File No. 0-12102, for the year ended October 26, 1985 and
incorporated herein by reference).
*10.4 -- Form of Stock Option Agreement under Registrant's December
6, 1985 Non-Qualified Stock Option Plan (filed as Exhibit
10.42 to Annual Report on Form 10-K, File No. 0-12102, for
the year ended October 31, 1987 and incorporated herein by
reference).
10.5 -- Amendment dated as of January 9, 1986 to Lease between
Registrant and Lupe Burgstrom dated April 30, 1984 (filed as
Exhibit 10.79 to Annual Report on Form 10-K, File No. 0-
12102, for the year ended October 25, 1986 and incorporated
herein by reference).
</TABLE>

56
<PAGE> 58

EXHIBIT
- -------

10.6 -- Amendment dated as of January 9, 1986 to Lease between Registrant
and Freedom Associates dated May 17, 1985 (filed as Exhibit 10.80
to Annual Report on Form 10-K, File No. 0-12102, for the year
ended October 25, 1986 and incorporated herein by reference).

10.7 -- Amendment dated as of March 7, 1986 to Lease between Registrant and
Freedom Associates dated December 23, 1980 (filed as Exhibit 10.81
to Annual Report on Form10-K, File No. 0-12102, for the year ended
October 25, 1986 and incorporated herein by reference).

10.8 -- Lease dated July 15, 1988 between Registrant and C&M Associates I
(filed as Exhibit 10.67 to Annual Report on Form 10-K, File No.
0-12102, for the year ended October 29, 1988 and incorporated
herein by reference).

*10.9 -- Form of Stock Option Agreement under Registrant's Non-Qualified
Stock Option Plan of September 7, 1990 (filed as Exhibit 10.68 to
Annual Report on Form 10-K, File No. 0- 12102, for the year ended
October 27, 1990 and incorporated herein by reference).

*10.10 -- Amendment to Profit Sharing Plan and Trust of Registrant dated
June 19, 1990 (filed as Exhibit 10.75 to Annual Report on Form
10-K, File No. 0-12102, for the year ended October 27, 1990 and
incorporated herein by reference).

10.11 -- Loan Agreement by and between Registrant and New York State Urban
Development Corporation ("NYSUDC"); Mortgage between Registrant and
Tioga, Note between Registrant and NYSUDC; all dated as of April
10, 1991 (filed as Exhibit 10.2 to Quarterly Report on Form 10-Q,
File No. 0-12102, for the quarter ended April 27, 1991 and
incorporated herein by reference).

*10.12 -- Form of Stock Option Agreement under Registrant's 1991 Non-Employee
Director Stock Option Plan (filed as Exhibit 10.82 to Annual Report
on Form 10-K, File No. 0-12102, for the year ended October 26, 1991
and incorporated herein by reference).

10.13 -- Lease dated March 1, 1992 between Registrant and Equity Property
Associates I (filed as Exhibit 10.65 to Annual Report on Form 10-K,
File No. 0-12102, for the year ended October 31, 1992 and
incorporated herein by reference).

*10.14 -- Amendment to Retirement Plan of Registrant dated March 10, 1993
(filed as Exhibit 10.48 to Annual Report on Form 10-K, File No.
0-12102, for the year ended October 30, 1993 and incorporated
herein by reference).

*10.15 -- Amendment to Retirement Plan of Registrant dated September 10,
1993 (filed as Exhibit 10.49 to Annual Report on Form 10-K, File
No. 0-12102, for the year ended October 30, 1993 and incorporated
herein by reference).

10.16 -- Lease dated January 13, 1995 between Registrant and Nash Family
Investment Properties and Ballinger Properties d/b/a Sagamore
Industrial Properties (filed as Exhibit 10.2 to Quarterly Report on
Form 10-Q, File No. 0-12102, for the quarter ended January 28, 1995
and incorporated herein by reference).

10.17 -- Rights Agreement dated as of August 22, 1995 between the Registrant
and the First National Bank of Boston (filed as Exhibit 4.1 to
Current Report on Form 8-K, File No. 0- 12102, dated August 22,
1995 and incorporated herein by reference).

*10.18 -- Agreement dated as of August 14, 1995 between the Registrant and
Patrick Sweeney (filed as Exhibit 10.49 to Annual Report on Form
10-K, File No. 0-12102, for year ended October 28, 1995 and
incorporated herein by reference).

10.19 -- Amendment dated May 1 1995 to lease dated March 1, 1992 between
Registrant and Equity Property Associates I (filed as Exhibit 10.1
to Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
ended April 27, 1996 and incorporated herein by reference).

10.20 -- Lease dated November 1, 1995 between Registrant and Equity Property
Associates I (filed as Exhibit 10.2 to Quarterly Report on Form
10-Q, File No. 0-12102, for the quarter ended April 27, 1996 and
incorporated herein by reference).

10.21 -- Lease dated November 1, 1995 between Registrant and Equity Property
Associates I (filed as Exhibit 10.3 to Quarterly Report on Form
10-Q, File No. 0-12102, for the quarter ended April 27, 1996 and
incorporated herein by reference).

10.22 -- Amendment dated April 1, 1996 to lease dated March 1, 1992 between
Registrant and Equity Property Associates I (filed as Exhibit 10.4
to Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
ended April 27, 1996 and incorporated herein by reference).

10.23 -- Agreement and Plan of Merger dated as of December 4, 1996 among the
Registrant Hadco Acquisition Corp. and Zycon Corporation (filed as
Exhibit (c) (1) to the Schedule 14D-1 filed by the Registrant on
December 11, 1996 and incorporated herein by reference).

10.24 -- Stockholders Agreement dated December 4, 1996 among Registrant and
the parties named therein filed as Exhibit (c) (2) to the Schedule
14D-1 (filed by the Registrant on December 11, 1996 and
incorporated herein by reference).

57
<PAGE> 59

EXHIBIT
- -------

10.25 -- Revolving Credit Agreement dated as of January 8, 1997 between the
Registrant and the First National Bank of Boston ("the Revolving
Credit Agreement") (filed as Exhibit 10.40 to Annual Report on
Form 10-K, File No. 0-12102, for the year ended October 26, 1996
and incorporated herein by reference).

*10.26 -- Amended and Restated 1991 Non-Employee Director Stock Option Plan
of Registrant as of December 3, 1996 (filed as Exhibit 10.43 to
Annual Report on Form 10-K, File No. 0-12102, for the year ended
October 25, 1997 and incorporated herein by reference).

*10.27 -- Amendments to Retirement Plan of Registrant dated September 15,
1997 (filed as Exhibit 10.44 to Annual Report on Form 10-K, File
No. 0-12102, for the year ended October 25, 1997 and incorporated
herein by reference).

10.28 -- Amended and Restated Revolving Credit Agreement dated as of
December 8, 1997 between the Registrant and BankBoston, N.A (filed
as Exhibit 10.45 to Annual Report on Form 10-K, File No. 0-12102,
for the year ended October 25, 1997 and incorporated herein by
reference).

10.29 -- Leases for premises located at 435-445 El Camino Real, Santa Clara,
California, by and between Zycon Corporation and University
Research Center and addenda thereto dated March 1, 1988; July 8,
1988; February 27, 1989; August 30, 1989; May 19, 1993; and August
9, 1993 (filed as Exhibit 10.1 to the Registration Statement No.
333-21977 on Form S-3 and incorporated herein by reference).

10.30 -- Provisional Lease dated November 14, 1995 for the premises located
at the Muara Tebas Land of Kuching East Malaysia by and between
Sudarsono Osman and Zycon Corporation Sendirian Berhad (filed as
Exhibit 10.2 to the Registration Statement No. 333-21977 on Form
S-3 and incorporated herein by reference).

10.31 -- Construction Agreement dated August 3, 1995 by and between Zycon
Corporation and Hiti Engineering Sdn.Bhd. (filed as Exhibit 10.3 to
the Registration Statement No. 333-21977 on Form S-3 and
incorporated herein by reference).

10.32 -- Facilities Agreement dated February 9, 1996 by and among Zycon
Corporation Sdn.Bhd.,Bank Bumiputra Malaysia Berhad and BBMB
Kewangan Berhad (filed as Exhibit 10.4 to the Registration
Statement No. 333-21977 on Form S-3 and incorporated herein by
reference).

10.33 -- Corporate Guarantee dated February 9, 1996 issued by Zycon
Corporation in favor of Bank Bumiputra Malaysia Berhad and BBMB
Kewangan Berhad (filed as Exhibit 10.5 to the Registration
Statement No. 333-21977 on Form S-3 and incorporated herein by
reference).

10.34 -- Lease for the three acre premises located in Santa Clara,
California by and between Zycon Corporation and Sobrato Interests
III, dated January 4, 1996 (filed as Exhibit 10.6 to the
Registration Statement No. 333-21977 on Form S-3 and incorporated
herein by reference).

*10.35 -- Profit Sharing Plan and Trust of Registrant, as amended and
restated effective January 1, 1988 and as amended June 20, 1990
(filed as Exhibit 10.7 to the Registration Statement No. 333-21977
on Form S-3 and incorporated herein by reference).

10.36 -- First Amendment and Modification Agreement by and among the
Registrant and The First National Bank of Boston (the "Bank of
Boston") dated as of February 21, 1997 amending the Revolving
Credit Agreement (filed as Exhibit 10.8 to the Registration
Statement No. 333-21977 on Form S-3 and incorporated herein by
reference).

10.37 -- Form of Assignment and Acceptance to Revolving Credit Agreement
(filed as Exhibit 10.9 to the Registration Statement No. 333-21977
on Form S-3 and incorporated herein by reference).

*10.38 -- Outside Directors Compensation Plan of 1998 (filed as Exhibit 10.1
to Quarterly Report on Form 10-Q, File No, 0-12102, for the quarter
ended January 31, 1998 and incorporated herein by reference).

*10.39 -- Employee Stock Purchase Plan of November 17, 1997 (filed as Exhibit
10.1 to the Registration Statement No. 333-47589 on Form S-8 and
incorporated herein by reference).

10.40 -- First Amendment and Modification Agreement by and among the
Registrant and BankBoston, N.A. dated as of March 19, 1998 amending
the Amended and Restated Revolving Credit Agreement (filed as
Exhibit (b) (2) to the Amendment No. 2 to the Schedule 14D-1 filed
by the Registrant on February 20, 1998 and incorporated herein by
reference).

10.41 -- Guaranty dated as of March 19, 1998 by Hadco Acquisition Corp. II
in favor of BankBoston, N.A. (filed as Exhibit (b) (3) to the
Amendment No. 2 to the Schedule 14D-1 filed by the Registrant 0n
February 20, 1998 and incorporated herein by reference).

58
<PAGE> 60

EXHIBIT
- -------

10.42 -- Stock Pledge Agreement dated as of March 19, 1998 by Hadco
Acquisition Corp. II in favor of BankBoston, N.A. (filed as
Exhibit (b) (4) to the Amendment No. 2 to the Schedule 14D-1 filed
by the Registrant on February 20, 1998 and incorporated herein by
reference).

*10.43 -- Form of Option Agreement under Registrant's Non-Qualified Stock
Option Plan dated November 29, 1995, as amended and restated April
7, 1998 (filed as Exhibit 10.2 to Quarterly Report on Form 10-Q,
File No. 0-12101, for the quarter ended May 2, 1998 and
incorporated herein by reference).

*10.44 -- Stock Purchase Agreement dated as of March 20, 1998 between
Registrant and Frederick G. McNamee, III (filed as Exhibit 10.3 to
Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
ended May 2, 1998 and incorporated herein by reference).

*10.45 -- Employment Agreement dated as of February 17, 1998 between
Registrant and Frederick G. McNamee, III (filed as Exhibit 10.4 to
Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
ended May 2, 1998 and incorporated herein by reference).

10.46 -- Second Amendment and Modification Agreement among Registrant and a
group of Banks dated as of May 11, 1998 (filed as Exhibit 10.5 to
Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
ended May 2, 1998 and incorporated herein by reference).

*10.47 -- Form of Executive Agreement dated as of July 1, 1998 by and between
the Company and Andrew E. Lietz (filed as Exhibit 10.2 to Quarterly
Report Form 10-Q, File No. 0-12102, for the quarter ended August 1,
1998 and incorporated herein by reference).

*10.48 -- Form of Executive Agreement dated as of July 1, 1998 by and between
the Company and John D. Caruso (filed as Exhibit 10.3 to Quarterly
Report on From 10-Q, File No. 0-12102, for the quarter ended August
1, 1998 and incorporated herein by reference).

*10.49 -- Form of Executive Agreement dated as of July 1, 1998 by and between
the Company and Timothy P. Losik (filed as Exhibit 10.4 to
Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
ended August 1, 1998 and incorporated herein by reference).

*10.50 -- Form of Executive Agreement dated as of July 1, 1998 by and between
the Company and Michael K. Sheehy (filed as Exhibit 10.5 to
Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
ended August 1, 1998 and incorporated herein by reference).

*10.51 -- Form of Executive Agreement dated as of July 1, 1998 by and between
the Company and Frederick G. McNamee, III (filed as Exhibit 10.6 to
Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
ended August 1, 1998 and incorporated herein by reference).

*10.52 -- Form of Executive Agreement dated as of July 1, 1998 by and between
the Company and Robert E. Snyder (filed as Exhibit 10.7 to
Quarterly Report on Form 10-Q, File No. 0-12102, for the quarter
ended August 1, 1998 and incorporated herein by reference).

10.53 -- Indenture (including Form of Exchange Note) dated as of May 18,
1998 by and among the Company, the Guarantors and State Street Bank
and Trust, as Trustee (filed as Exhibit 4.1 to Form S-4,
Registration No. 333-57467, and incorporated herein by reference).

10.54 -- Registration Rights Agreement dated May 13, 1998 among the Company,
the Guarantors, Morgan Stanley & Co. Incorporated, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, BancAmerica Robertson
Stephens, and BT Alex Brown Incorporated, as initial purchasers
(filed as Exhibit 4.2 to Form S-4, Registration No. 333-57467, and
incorporated herein by reference).

10.55 -- Placement Agreement dated May 13, 1998 by and among the Company,
the Guarantors, Morgan Stanley & Co. Incorporated, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, BancAmerica Robertson
Stephens, and BT Alex. Brown Incorporated, as initial purchasers
(filed as Exhibit 10.1 to Form S-4, Registration No. 333-57467, and
incorporated herein by reference).

10.56 -- Third Amendment and Modification Agreement dated as of September
14, 1998 among Registrant and a group of Banks. (filed as Exhibit
10.5 to Form S-4, Registration No. 323- 57467, and incorporated
herein by reference).

*10.57 -- Form of Executive Agreement dated as of November 2, 1998 by and
between the Company and F. Gordon Bitter.

*10.58 -- Amended and Restated Non-Qualified Stock Option Plan dated
September 7, 1990, dated as of April 7, 1998.

*10.59 -- Amended and Restated Non-Qualified Stock Option Plan dated
November 29, 1995, dated as of July 1, 1998.

*10.60 -- Amendment dated as of July 1, 1998 to Option Agreement of Andrew
E. Lietz dated April 8, 1998.

*10.61 -- Amendment dated as of July 1, 1998 to Option Agreement of Andrew
E. Lietz dated February 26, 1997.

*10.62 -- Amendment to Retirement Plan dated September 15, 1998.

59
<PAGE> 61

<TABLE>
<CAPTION>
EXHIBIT
-------
<S> <C>
10.63 -- Amendment dated May 29, 1998 to Lease between Registrant and
Equity Property Associates I dated March 1, 1992.
10.64 -- Amendment dated May 29, 1998 to Lease between Registrant and
Equity Property Associates I dated November 1, 1995, for 12A
Manor Parkway, Salem, New Hampshire.
10.65 -- Amendment No. 2 dated October 29, 1998, for 12A Manor
Parkway, Salem, New Hampshire to Lease between Registrant
and Manor Parkway LLC dated November 1, 1995.
10.66 -- Amendment dated May 29, 1998 to Lease between Registrant and
Equity Property Associates I dated November 1, 1995, for 12B
Manor Parkway, Salem, New Hampshire.
*10.67 -- Hadco Corporation Executive Incentive Compensation Deferred
Bonus Plan, as amended and restated July 1, 1998.
*10.68 -- Amendment to Outside Directors Compensation Plan of 1998,
dated as of November 12, 1998.
*10.69 -- Agreement dated as of November 12, 1998 by and between the
Company and Andrew E. Lietz.
*10.70 -- Form of Agreement dated as of November 12, 1998 by and
between the Company and various employees of the Company.
21 -- Subsidiaries of the Registrant.
23 -- Consent of Arthur Andersen LLP.
27 -- Financial Data Schedule.
</TABLE>

(*) Indicates a management contract or any compensatory plan, contract or
arrangement required to be filed as an exhibit pursuant to Item 14(c).

(B) REPORTS ON FORM 8-K

None

The Company hereby files as part of this Form 10-K the exhibits listed in
Item 14(a)(3) above. Exhibits which are incorporated herein by reference can be
inspected and copied at the public reference facilities maintained by the
Commission, 450 Fifth Street, NW, Room 1024, Washington, D.C., and at the
Commission's regional offices at 219 South Dearborn Street, Room 1204, Chicago,
Illinois; 26 Federal Plaza, Room 1102, New York, New York and 5757 Wilshire
Boulevard, Suite 1710, Los Angeles, California. Copies of such material can also
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

(D) FINANCIAL STATEMENT SCHEDULES

The Company hereby files as part of this Form 10-K in Item 14(b) attached
hereto the consolidated financial statement schedules listed in Item 14(a)(2)
above.

60
<PAGE> 62

SIGNATURES

Pursuant to the requirement of section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

HADCO CORPORATION

By: /s/ ANDREW E. LIETZ
-----------------------------
Andrew E. Lietz, President
Chief Executive Officer and
Director

Dated: January 6, 1999

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ HORACE H. IRVINE II Chairman of the Board January 6, 1999
- --------------------------- and Director
(Horace H. Irvine II)

/s/ ANDREW E. LIETZ President, Chief Executive January 6, 1999
- --------------------------- Officer and Director
(Andrew E. Lietz) (Principal Executive Officer)

/s/ F. GORDON BITTER Senior Vice President, Treasurer January 6, 1999
- --------------------------- and Chief Financial Officer
(F. Gordon Bitter) (Principal Financial Officer and
Principal Accounting Officer)

/s/ OLIVER O. WARD Director January 6, 1999
- ---------------------------
(Oliver O. Ward)

/s/ PATRICK SWEENEY Director January 6, 1999
- ---------------------------
(Patrick Sweeney)

/s/ LAWRENCE COOLIDGE Director January 6, 1999
- ---------------------------
(Lawrence Coolidge)

/s/ JOHN F. SMITH Director January 6, 1999
- ---------------------------
(John F. Smith)

/s/ JOHN E. POMEROY Director January 6, 1999
- ---------------------------
(John E. Pomeroy)

/s/ JAMES C. TAYLOR Director January 6, 1999
- ---------------------------
(James C. Taylor)

/s/ MAURO J. WALKER Director January 6, 1999
- ---------------------------
(Mauro J. Walker)

61
<PAGE> 63

SCHEDULE II

HADCO CORPORATION AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
BALANCE ADDITIONS
AT CHARGED TO DEDUCTIONS BALANCE AT
BEGINNING COSTS AND FROM END OF
OF PERIOD EXPENSES RESERVES(1) PERIOD
--------- ---------- ----------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>

ALLOWANCE FOR DOUBTFUL ACCOUNTS
October 26, 1996.............................. $ 850 329 (79) $1,100
October 25, 1997.............................. $1,100 922 (322) $1,700
October 31, 1998.............................. $1,700 828 (399) $2,129

- ---------------
(1) Amounts deemed uncollectible.
RESTRUCTURING ACCRUAL
October 31, 1998.............................. $ -- 4,536 (3,639) $ 897

</TABLE>

S-1
<PAGE> 64

EXHIBIT INDEX

EXHIBIT
- -------

3.1 -- Restated Articles of Organization of Registrant (filed as
Exhibit 3.1 to the Registration Statement No. 333-21977 on
Form S-3 and incorporated herein by reference).

3.2 -- By-laws of Registrant, as amended (filed as Exhibit 3.2 to
the Registration Statement No. 333-21977 on Form S-3 and
incorporated herein by reference).

3.3 -- Amendment to Restated Articles of Organization of Registrant
dated March 4, 1998 (filed as Exhibit 3.1 to Quarterly
Report on Form 10-Q, File No. 0-12102, for the quarter ended
January 31, 1998 and incorporated herein by reference).

4 -- Description of Capital Stock, contained in Article 4 of
Registrant's Restated Articles of Organization (filed as
Exhibit 3.1 to the Registration Statement No. 333-21977 on
Form S-3 and incorporated herein by reference).

*10.1 -- Registrant's December 5, 1986 Non-Qualified Stock Option
Plan (filed as Exhibit 10.7 to Annual Report on Form 10-K,
File No. 0-12102, for the year ended October 25, 1986 and
incorporated herein by reference).

*10.2 -- Profit Sharing Plan and Trust of Registrant, as amended
through December 9, 1988 and restated effective January 1,
1988 (filed as Exhibit 10.22 to Annual Report on Form10-K,
File No. 0-12102, for the year ended October 29, 1988 and
incorporated herein by reference).

*10.3 -- Registrant's December 6, 1985 Non-Qualified Stock Option
Plan (filed as Exhibit 10.56 to Annual Report on Form 10-K,
File No. 0-12102, for the year ended October 26, 1985 and
incorporated herein by reference).

*10.4 -- Form of Stock Option Agreement under Registrant's December
6, 1985 Non-Qualified Stock Option Plan (filed as Exhibit
10.42 to Annual Report on Form 10-K, File No. 0-12102, for
the year ended October 31, 1987 and incorporated herein by
reference).

10.5 -- Amendment dated as of January 9, 1986 to Lease between
Registrant and Lupe Burgstrom dated April 30, 1984 (filed as
Exhibit 10.79 to Annual Report on Form 10-K, File No. 0-
12102, for the year ended October 25, 1986 and incorporated
herein by reference).

10.6 -- Amendment dated as of January 9, 1986 to Lease between
Registrant and Freedom Associates dated May 17, 1985 (filed
as Exhibit 10.80 to Annual Report on Form 10-K, File No.
0-12102, for the year ended October 25, 1986 and
incorporated herein by reference).

10.7 -- Amendment dated as of March 7, 1986 to Lease between
Registrant and Freedom Associates dated December 23, 1980
(filed as Exhibit 10.81 to Annual Report on Form10-K, File
No. 0-12102, for the year ended October 25, 1986 and
incorporated herein by reference).

10.8 -- Lease dated July 15, 1988 between Registrant and C&M
Associates I (filed as Exhibit 10.67 to Annual Report on
Form 10-K, File No. 0-12102, for the year ended October 29,
1988 and incorporated herein by reference).

*10.9 -- Form of Stock Option Agreement under Registrant's
Non-Qualified Stock Option Plan of September 7, 1990 (filed
as Exhibit 10.68 to Annual Report on Form 10-K, File No. 0-
12102, for the year ended October 27, 1990 and incorporated
herein by reference).

*10.10 -- Amendment to Profit Sharing Plan and Trust of Registrant
dated June 19, 1990 (filed as Exhibit 10.75 to Annual Report
on Form 10-K, File No. 0-12102, for the year ended October
27, 1990 and incorporated herein by reference).

10.11 -- Loan Agreement by and between Registrant and New York State
Urban Development Corporation ("NYSUDC"); Mortgage between
Registrant and Tioga, Note between Registrant and NYSUDC;
all dated as of April 10, 1991 (filed as Exhibit 10.2 to
Quarterly Report on Form 10-Q, File No. 0-12102, for the
quarter ended April 27, 1991 and incorporated herein by
reference).

*10.12 -- Form of Stock Option Agreement under Registrant's 1991
Non-Employee Director Stock Option Plan (filed as Exhibit
10.82 to Annual Report on Form 10-K, File No. 0-12102, for
the year ended October 26, 1991 and incorporated herein by
reference).

10.13 -- Lease dated March 1, 1992 between Registrant and Equity
Property Associates I (filed as Exhibit 10.65 to Annual
Report on Form 10-K, File No. 0-12102, for the year ended
October 31, 1992 and incorporated herein by reference).

*10.14 -- Amendment to Retirement Plan of Registrant dated March 10,
1993 (filed as Exhibit 10.48 to Annual Report on Form 10-K,
File No. 0-12102, for the year ended October 30, 1993 and
incorporated herein by reference).

*10.15 -- Amendment to Retirement Plan of Registrant dated September
10, 1993 (filed as Exhibit 10.49 to Annual Report on Form
10-K, File No. 0-12102, for the year ended October 30, 1993
and incorporated herein by reference).

<PAGE> 65

EXHIBIT
- -------

10.16 -- Lease dated January 13, 1995 between Registrant and Nash
Family Investment Properties and Ballinger Properties d/b/a
Sagamore Industrial Properties (filed as Exhibit 10.2 to
Quarterly Report on Form 10-Q, File No. 0-12102, for the
quarter ended January 28, 1995 and incorporated herein by
reference).

10.17 -- Rights Agreement dated as of August 22, 1995 between the
Registrant and the First National Bank of Boston (filed as
Exhibit 4.1 to Current Report on Form 8-K, File No. 0-
12102, dated August 22, 1995 and incorporated herein by
reference).

*10.18 -- Agreement dated as of August 14, 1995 between the Registrant
and Patrick Sweeney (filed as Exhibit 10.49 to Annual Report
on Form 10-K, File No. 0-12102, for year ended October 28,
1995 and incorporated herein by reference).

10.19 -- Amendment dated May 1 1995 to lease dated March 1, 1992
between Registrant and Equity Property Associates I (filed
as Exhibit 10.1 to Quarterly Report on Form 10-Q, File No.
0-12102, for the quarter ended April 27, 1996 and
incorporated herein by reference).

10.20 -- Lease dated November 1, 1995 between Registrant and Equity
Property Associates I (filed as Exhibit 10.2 to Quarterly
Report on Form 10-Q, File No. 0-12102, for the quarter ended
April 27, 1996 and incorporated herein by reference).

10.21 -- Lease dated November 1, 1995 between Registrant and Equity
Property Associates I (filed as Exhibit 10.3 to Quarterly
Report on Form 10-Q, File No. 0-12102, for the quarter ended
April 27, 1996 and incorporated herein by reference).

10.22 -- Amendment dated April 1, 1996 to lease dated March 1, 1992
between Registrant and Equity Property Associates I (filed
as Exhibit 10.4 to Quarterly Report on Form 10-Q, File No.
0-12102, for the quarter ended April 27, 1996 and
incorporated herein by reference).

10.23 -- Agreement and Plan of Merger dated as of December 4, 1996
among the Registrant Hadco Acquisition Corp. and Zycon
Corporation (filed as Exhibit (c) (1) to the Schedule 14D-1
filed by the Registrant on December 11, 1996 and
incorporated herein by reference).

10.24 -- Stockholders Agreement dated December 4, 1996 among
Registrant and the parties named therein filed as Exhibit
(c) (2) to the Schedule 14D-1 (filed by the Registrant on
December 11, 1996 and incorporated herein by reference).

10.25 -- Revolving Credit Agreement dated as of January 8, 1997
between the Registrant and the First National Bank of Boston
("the Revolving Credit Agreement") (filed as Exhibit 10.40
to Annual Report on Form 10-K, File No. 0-12102, for the
year ended October 26, 1996 and incorporated herein by
reference).

*10.26 -- Amended and Restated 1991 Non-Employee Director Stock Option
Plan of Registrant as of December 3, 1996 (filed as Exhibit
10.43 to Annual Report on Form 10-K, File No. 0-12102, for
the year ended October 25, 1997 and incorporated herein by
reference).

*10.27 -- Amendments to Retirement Plan of Registrant dated September
15, 1997 (filed as Exhibit 10.44 to Annual Report on Form
10-K, File No. 0-12102, for the year ended October 25, 1997
and incorporated herein by reference).

10.28 -- Amended and Restated Revolving Credit Agreement dated as of
December 8, 1997 between the Registrant and BankBoston, N.A
(filed as Exhibit 10.45 to Annual Report on Form 10-K, File
No. 0-12102, for the year ended October 25, 1997 and
incorporated herein by reference).

10.29 -- Leases for premises located at 435-445 El Camino Real, Santa
Clara, California, by and between Zycon Corporation and
University Research Center and addenda thereto dated March
1, 1988; July 8, 1988; February 27, 1989; August 30, 1989;
May 19, 1993; and August 9, 1993 (filed as Exhibit 10.1 to
the Registration Statement No. 333-21977 on Form S-3 and
incorporated herein by reference).

10.30 -- Provisional Lease dated November 14, 1995 for the premises
located at the Muara Tebas Land of Kuching East Malaysia by
and between Sudarsono Osman and Zycon Corporation Sendirian
Berhad (filed as Exhibit 10.2 to the Registration Statement
No. 333-21977 on Form S-3 and incorporated herein by
reference).

10.31 -- Construction Agreement dated August 3, 1995 by and between
Zycon Corporation and Hiti Engineering Sdn.Bhd. (filed as
Exhibit 10.3 to the Registration Statement No. 333-21977 on
Form S-3 and incorporated herein by reference).

10.32 -- Facilities Agreement dated February 9, 1996 by and among
Zycon Corporation Sdn.Bhd.,Bank Bumiputra Malaysia Berhad
and BBMB Kewangan Berhad (filed as Exhibit 10.4 to the
Registration Statement No. 333-21977 on Form S-3 and
incorporated herein by reference).

10.33 -- Corporate Guarantee dated February 9, 1996 issued by Zycon
Corporation in favor of Bank Bumiputra Malaysia Berhad and
BBMB Kewangan Berhad (filed as Exhibit 10.5 to the
Registration Statement No. 333-21977 on Form S-3 and
incorporated herein by reference).

<PAGE> 66

EXHIBIT
- -------

10.34 -- Lease for the three acre premises located in Santa Clara,
California by and between Zycon Corporation and Sobrato
Interests III, dated January 4, 1996 (filed as Exhibit 10.6
to the Registration Statement No. 333-21977 on Form S-3 and
incorporated herein by reference).

*10.35 -- Profit Sharing Plan and Trust of Registrant, as amended and
restated effective January 1, 1988 and as amended June 20,
1990 (filed as Exhibit 10.7 to the Registration Statement
No. 333-21977 on Form S-3 and incorporated herein by
reference).

10.36 -- First Amendment and Modification Agreement by and among the
Registrant and The First National Bank of Boston (the "Bank
of Boston") dated as of February 21, 1997 amending the
Revolving Credit Agreement (filed as Exhibit 10.8 to the
Registration Statement No. 333-21977 on Form S-3 and
incorporated herein by reference).

10.37 -- Form of Assignment and Acceptance to Revolving Credit
Agreement (filed as Exhibit 10.9 to the Registration
Statement No. 333-21977 on Form S-3 and incorporated herein
by reference).

*10.38 -- Outside Directors Compensation Plan of 1998 (filed as
Exhibit 10.1 to Quarterly Report on Form 10-Q, File No,
0-12102, for the quarter ended January 31, 1998 and
incorporated herein by reference).

*10.39 -- Employee Stock Purchase Plan of November 17, 1997 (filed as
Exhibit 10.1 to the Registration Statement No. 333-47589 on
Form S-8 and incorporated herein by reference).

10.40 -- First Amendment and Modification Agreement by and among the
Registrant and BankBoston, N.A. dated as of March 19, 1998
amending the Amended and Restated Revolving Credit Agreement
(filed as Exhibit (b) (2) to the Amendment No. 2 to the
Schedule 14D-1 filed by the Registrant on February 20, 1998
and incorporated herein by reference).

10.41 -- Guaranty dated as of March 19, 1998 by Hadco Acquisition
Corp. II in favor of BankBoston, N.A. (filed as Exhibit (b)
(3) to the Amendment No. 2 to the Schedule 14D-1 filed by
the Registrant 0n February 20, 1998 and incorporated herein
by reference).

10.42 -- Stock Pledge Agreement dated as of March 19, 1998 by Hadco
Acquisition Corp. II in favor of BankBoston, N.A. (filed as
Exhibit (b) (4) to the Amendment No. 2 to the Schedule 14D-1
filed by the Registrant on February 20, 1998 and
incorporated herein by reference).

*10.43 -- Form of Option Agreement under Registrant's Non-Qualified
Stock Option Plan dated November 29, 1995, as amended and
restated April 7, 1998 (filed as Exhibit 10.2 to Quarterly
Report on Form 10-Q, File No. 0-12101, for the quarter ended
May 2, 1998 and incorporated herein by reference).

*10.44 -- Stock Purchase Agreement dated as of March 20, 1998 between
Registrant and Frederick G. McNamee, III (filed as Exhibit
10.3 to Quarterly Report on Form 10-Q, File No. 0-12102, for
the quarter ended May 2, 1998 and incorporated herein by
reference).

*10.45 -- Employment Agreement dated as of February 17, 1998 between
Registrant and Frederick G. McNamee, III (filed as Exhibit
10.4 to Quarterly Report on Form 10-Q, File No. 0-12102, for
the quarter ended May 2, 1998 and incorporated herein by
reference).

10.46 -- Second Amendment and Modification Agreement among Registrant
and a group of Banks dated as of May 11, 1998 (filed as
Exhibit 10.5 to Quarterly Report on Form 10-Q, File No.
0-12102, for the quarter ended May 2, 1998 and incorporated
herein by reference).

*10.47 -- Form of Executive Agreement dated as of July 1, 1998 by and
between the Company and Andrew E. Lietz (filed as Exhibit
10.2 to Quarterly Report Form 10-Q, File No. 0-12102, for
the quarter ended August 1, 1998 and incorporated herein by
reference).

*10.48 -- Form of Executive Agreement dated as of July 1, 1998 by and
between the Company and John D. Caruso (filed as Exhibit
10.3 to Quarterly Report on From 10-Q, File No. 0-12102, for
the quarter ended August 1, 1998 and incorporated herein by
reference).

*10.49 -- Form of Executive Agreement dated as of July 1, 1998 by and
between the Company and Timothy P. Losik (filed as Exhibit
10.4 to Quarterly Report on Form 10-Q, File No. 0-12102, for
the quarter ended August 1, 1998 and incorporated herein by
reference).

*10.50 -- Form of Executive Agreement dated as of July 1, 1998 by and
between the Company and Michael K. Sheehy (filed as Exhibit
10.5 to Quarterly Report on Form 10-Q, File No. 0-12102, for
the quarter ended August 1, 1998 and incorporated herein by
reference).

*10.51 -- Form of Executive Agreement dated as of July 1, 1998 by and
between the Company and Frederick G. McNamee, III (filed as
Exhibit 10.6 to Quarterly Report on Form 10-Q, File No.
0-12102, for the quarter ended August 1, 1998 and
incorporated herein by reference).

*10.52 -- Form of Executive Agreement dated as of July 1, 1998 by and
between the Company and Robert E. Snyder (filed as Exhibit
10.7 to Quarterly Report on Form 10-Q, File No. 0-12102, for
the quarter ended August 1, 1998 and incorporated herein by
reference).

<PAGE> 67

<TABLE>
<CAPTION>
EXHIBIT
-------
<S> <C>
10.53 -- Indenture (including Form of Exchange Note) dated as of May
18, 1998 by and among the Company, the Guarantors and State
Street Bank and Trust, as Trustee (filed as Exhibit 4.1 to
Form S-4, Registration No. 333-57467, and incorporated
herein by reference).
10.54 -- Registration Rights Agreement dated May 13, 1998 among the
Company, the Guarantors, Morgan Stanley & Co. Incorporated,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
BancAmerica Robertson Stephens, and BT Alex Brown
Incorporated, as initial purchasers (filed as Exhibit 4.2 to
Form S-4, Registration No. 333-57467, and incorporated
herein by reference).
10.55 -- Placement Agreement dated May 13, 1998 by and among the
Company, the Guarantors, Morgan Stanley & Co. Incorporated,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
BancAmerica Robertson Stephens, and BT Alex. Brown
Incorporated, as initial purchasers (filed as Exhibit 10.1
to Form S-4, Registration No. 333-57467, and incorporated
herein by reference).
10.56 -- Third Amendment and Modification Agreement dated as of
September 14, 1998 among Registrant and a group of Banks.
(filed as Exhibit 10.5 to Form S-4, Registration No. 323-
57467, and incorporated herein by reference).
*10.57 -- Form of Executive Agreement dated as of November 2, 1998 by
and between the Company and F. Gordon Bitter.
*10.58 -- Amended and Restated Non-Qualified Stock Option Plan dated
September 7, 1990, dated as of April 7, 1998.
*10.59 -- Amended and Restated Non-Qualified Stock Option Plan dated
November 29, 1995, dated as of July 1, 1998.
*10.60 -- Amendment dated as of July 1, 1998 to Option Agreement of
Andrew E. Lietz dated April 8, 1998.
*10.61 -- Amendment dated as of July 1, 1998 to Option Agreement of
Andrew E. Lietz dated February 26, 1997.
*10.62 -- Amendment to Retirement Plan dated September 15, 1998.
10.63 -- Amendment dated May 29, 1998 to Lease between Registrant and
Equity Property Associates I dated March 1, 1992.
10.64 -- Amendment dated May 29, 1998 to Lease between Registrant and
Equity Property Associates I dated November 1, 1995, for 12A
Manor Parkway, Salem, New Hampshire.
10.65 -- Amendment No. 2 dated October 29, 1998, for 12A Manor
Parkway, Salem, New Hampshire to Lease between Registrant
and Manor Parkway LLC dated November 1, 1995.
10.66 -- Amendment dated May 29, 1998 to Lease between Registrant and
Equity Property Associates I dated November 1, 1995, for 12B
Manor Parkway, Salem, New Hampshire.
*10.67 -- Hadco Corporation Executive Incentive Compensation Deferred
Bonus Plan, as amended and restated July 1, 1998.
*10.68 -- Amendment to Outside Directors Compensation Plan of 1998,
dated as of November 12, 1998.
*10.69 -- Agreement dated as of November 12, 1998 by and between the
Company and Andrew E. Lietz.
*10.70 -- Form of Agreement dated as of November 12, 1998 by and
between the Company and various employees of the Company.
21 -- Subsidiaries of the Registrant.
23 -- Consent of Arthur Andersen LLP.
27 -- Financial Data Schedule.
</TABLE>

(*) Indicates a management contract or any compensatory plan, contract or
arrangement required to be filed as an exhibit pursuant to Item 14(c).

<PAGE> 1
Exhibit 10.57

EXECUTIVE AGREEMENT

Executive Agreement made as of this 2nd day of November 1998, by and
between Hadco Corporation, a Massachusetts corporation with a principal place of
business at 12A Manor Parkway, Salem, New Hampshire 03079 (the "Company") and F.
GORDON BITTER, an individual residing at 14249 W. HUME ROAD, HUME, VA 22639 (the
"Executive").

WHEREAS, the Company desires to employ the Executive upon the terms and
conditions hereinafter set forth; and

WHEREAS, the Executive desires to be employed upon the terms and
conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. EMPLOYMENT. The Company agrees to employ the Executive on a
full-time basis, subject to the terms and conditions set forth herein, and the
Executive agrees to accept such full time employment upon said terms and
conditions. The Executive's employment shall be subject to the standard terms
and conditions and policies applicable to all employees of the Company, as such
terms and policies may exist from time to time.

2. TERM. The term of employment under this Agreement ("the Term")
shall commence on the date hereof and shall continue for an indefinite term,
subject to mutual agreement between the Executive and the Company.

3. DUTIES. The Executive shall serve the Company in such senior
executive capacity or capacities, and with such duties, as shall be designated
by the Company from time to time, subject to and under the supervision of the
Company's Board of Directors.

4. COMPENSATION. The Company shall pay the Executive a Base
Salary at the same rate as currently paid such Executive, provided that such
rate may be increased from time to time by the Company in its discretion. The
Executive shall be accorded such benefits as are customarily enjoyed by
executives of the Company, and shall be entitled to participate in any executive
incentive compensation or bonus plan approved by the Board of Directors or the
Compensation Committee thereof. The Company may, from time to time, in its
discretion, grant stock options or other equity compensation to the Executive.

5. NON-COMPETITION; NON-SOLICITATION.

a. NON-COMPETE. The Executive acknowledges that he/she has gained
or will gain extensive and valuable experience and knowledge in the business
conducted by the Company and has had or will have extensive contacts with the
customers, suppliers, investors, and/or

<PAGE> 2

consultants of the Company. The Executive recognizes that it is critical to the
ongoing success of the Company that it preserve its goodwill and protect its
proprietary rights and its other important business interests.

Accordingly, the Executive agrees that he/she will not, while employed
by the Company during the Term hereof and for a period of one year thereafter
(or, in the event of the Company's termination of the Executive without cause or
if the Executive's employment is terminated by him/her for Good Reason (as
defined herein) or by the Company within six months before or within twenty-four
(24) months after a Change of Control (as defined herein), for such longer
period during which the Executive is receiving compensation pursuant to the
provisions of Section 8 hereof), directly or indirectly, engage in (whether as
an officer, employee, consultant, director, proprietor, agent, partner or
otherwise) or have an ownership interest in, or participate in the financing,
operation, management or control of, any person, firm, corporation or business
engaged in competition with the Company, any of its affiliates, its parent or
subsidiaries in the business of manufacture or sale of printed circuit boards,
backpanels, backplanes and/or box build assembly products, or in the development
of technology for such businesses; provided, however, that these restrictions
shall only apply to the Executive's activities post-termination of employment
with persons, firms, corporations or businesses with annual gross revenues in a
competing business, as defined herein, (in the aggregate with its affiliated
entities) in excess of one hundred million United States dollars. It is agreed
that ownership of no more than 4.9% of the outstanding voting stock of a
publicly traded corporation shall not constitute a violation of this provision.
In recognition of the fact that the Company's business is global, the territory
to which the restrictions contained in this Section 5(a) shall apply shall be
worldwide.

The Company may waive the foregoing restrictions or their application
in any particular circumstance and may condition any such waiver upon receipt of
assurances satisfactory to the Company, from the Executive and/or others, that
the Executive's proposed activity will not adversely affect the Company's
goodwill, proprietary rights or other important business interests.

b. NON-SOLICITATION. While actively employed by the Company
during the Term hereof and for a period of one year thereafter (or, in the event
of the Company's termination of the Executive without cause or if the
Executive's employment is terminated by him/her for Good Reason (as defined
herein) or by the Company within six (6) months before or within twenty-four
(24) months after a Change of Control (as defined herein), for such longer
period during which the Executive is receiving compensation pursuant to the
provisions of Section 8 hereof), the Executive agrees that he/she shall not
solicit any persons or companies who were customers, suppliers or business
patronage of the Company or its affiliates, parent or subsidiaries during the
Term or prior thereto, if such solicitation is for the purpose of, or results
in, competition with the Company, any of its affiliates, its parent or
subsidiaries; nor will he/she solicit for any purpose the employment of any
employees of the Company, any of its affiliates, its parent or subsidiaries
while actively employed by the Company during the Term hereof and for a period
of one year thereafter.

<PAGE> 3

c. CONFIDENTIAL INFORMATION. The Executive acknowledges that
he/she may receive, or contribute to the production of, Confidential
Information. For purposes of this Agreement, the Executive agrees that
"Confidential Information" shall mean information or material proprietary to the
Company, its affiliates, its parent, or any of its direct or indirect
subsidiaries, or designated as Confidential Information by such entities and not
generally known by personnel not employed by or affiliated with one or more of
such entities, which the Executive develops or of or to which the Executive may
obtain knowledge or access through or as a result of the relationship with the
Company, its affiliates, its parent or any of its direct or indirect
subsidiaries (including information conceived, originated, discovered or
developed in whole or in part by the Executive). Confidential Information also
includes but is not limited to, the following types of information and other
information of a similar nature (whether or not reduced to writing) related to
the Company's business, or that of its affiliates, its parent or any of its
direct or indirect subsidiaries: discoveries, inventions, ideas, concepts,
research, development, processes, procedures, "know-how", formulae, marketing
techniques and materials, marketing and development plans, business methods of
operation, financial information, employee compensation, and computer programs
and systems. Confidential Information also includes any information described
above which the Company, its affiliates, its parent, or any of its direct or
indirect subsidiaries obtained from another party and which the Company, its
affiliates, its parent, or any of its direct and indirect subsidiaries treats as
proprietary or confidential, or designates as Confidential Information, whether
or not owned by or developed by the Company, its affiliates, its parent, or any
of its direct or indirect subsidiaries. The Executive acknowledges that the
Confidential Information derives independent economic value, actual or
potential, from not being generally known to, and not being readily accessible
by proper means by, other persons who can obtain economic value from its
disclosure or use. Information publicly known without breach of this Agreement
that is generally employed by the trade at or after the time the Executive first
learns of such information, or generic information or knowledge which the
Executive would have learned in the course of similar employment or work
elsewhere in the trade, shall not be deemed part of the Confidential
Information. The Executive further agrees:

(1) To furnish the Company on demand, and at any time during or
within one year after termination of employment, a complete list of the names
and addresses of all present, former and potential suppliers, customers and
other contacts gained while an Executive of the Company in the Executive's
possession, whether or not in the possession or within the knowledge of the
Company.

(2) That all notes, memoranda, electronic storage, documentation
and records in any way incorporating or reflecting any Confidential Information
shall belong exclusively to the Company, and the Executive agrees to turn over
all copies of such materials in the Executive's control to the Company upon
request and upon termination of the Executive's employment with the Company.

(3) That while employed by the Company and indefinitely after
termination of employment for any reason, the Executive will hold in confidence
and not directly or indirectly reveal, report, publish, disclose or transfer any
of the Confidential Information to any person or entity, or utilize any of the
Confidential Information for any purpose, except in the course of the
Executive's work for the Company.

<PAGE> 4

(4) That any idea in whole or in part conceived of or made by the
Executive during the Term of his/her employment with the Company which relates
directly or indirectly to the Company's current or planned line of business and
is made through the use of any of the Confidential Information or any of the
Company's equipment, facilities, trade secrets or time, or which results from
any work performed by the Executive for the Company, shall belong exclusively to
the Company and shall be deemed a part of the Confidential Information for
purposes of this Agreement. The Executive hereby assigns and agrees to assign to
the Company all rights in and to such Confidential Information whether for
purposes of obtaining patent or copyright protection or otherwise. The Executive
shall acknowledge and deliver to the Company, without charge to the Company (but
at its expense) such written instruments and do such other acts, including
giving testimony in support of the Executive's authorship or inventorship, as
the case may be, necessary in the opinion of the Company to obtain patents or
copyrights or to otherwise protect or vest in the Company the entire right and
title in and to the Confidential Information. If disclosure of any Confidential
Information is requested or required by judicial or governmental order, the
Executive shall promptly notify the Company of receipt of the judicial or
governmental order and shall take reasonable steps to assist the Company in
contesting such order and/or in protecting the Company's rights prior to
disclosure.

d. INJUNCTIONS. It is agreed that the restrictions contained in
this Section 5 are reasonable, but it is recognized that damages in the event of
the breach of any of the restrictions will be difficult or impossible to
ascertain; and, therefore, the Executive agrees that, in addition to, and
without limiting any other right or remedy the Company may have, the Company
shall have the right to an injunction against the Executive issued by a court of
competent jurisdiction enjoining any such breach.

e. PART OF CONSIDERATION. The Executive also agrees,
acknowledges, covenants, represents and warrants that he/she is fully and
completely aware that, and further understands that, the foregoing restrictive
covenants are an essential part of the consideration for the Company entering
into this Agreement and that the Company is entering into this Agreement in full
reliance on these acknowledgments, covenants, representations and warranties.

f. TIME AND TERRITORY REDUCTION. If the period of time or
territory described above are held to be in any respect an unreasonable
restriction, it is agreed that the court so holding may reduce the territory to
which the restriction pertains or the period of time in which it operates or may
reduce both such territory and such period, to the minimum extent necessary to
render such provision enforceable.

g. SURVIVAL. The obligations described in this Section 5 shall
survive any termination of this Agreement, or any termination of the employment
relationship created hereunder.

6. TERMINATION. Notwithstanding any other provision of this
Agreement, the Company shall have the right to terminate the Executive's
employment, with or without cause, at any time. For purposes of this Agreement,
the Company shall have "cause" to terminate the Executive in the event of: (a)
the willful and continued failure by the Executive to substantially perform

<PAGE> 5
his/her duties, after demand for substantial performance is delivered by the
Company to the Executive identifying with specificity the grounds for the
Company's belief that the Executive has not substantially performed his/her
duties; (b) the permanent physical or mental incapacity of the Executive; (c)
the commission by the Executive of any act of fraud or embezzlement relating to
the property of the Company and/or the services to be provided by the Executive;
or (d) the Executive's unauthorized disclosure or use of proprietary
confidential information of the Company or the Executive's engaging in
competition with the Company.

7. CHANGE OF CONTROL. In the event the Executive's employment
with the Company is terminated by the Company within six (6) months prior to or
within twenty-four (24) months after a Change of Control (as defined herein) or
in the event the Executive terminates his/her employment for Good Reason (as
defined herein) within twenty-four (24) months after a Change of Control (as
defined herein), the Executive shall be treated as if his/her employment were
terminated by the Company without cause. Without limiting the generality of the
foregoing, in such circumstances, the Executive shall receive from the Company
all compensation described in Section 8 hereof, for the period of time and
subject to the limitations provided in such Section. Once the Executive becomes
entitled to receive benefits under this Section 7, then such benefits shall
continue until paid in full, subject to the terms and conditions stated herein,
notwithstanding the Executive's subsequent death, in which case payments shall
be made to the Executive's estate. A Change of Control, as used herein, shall
mean any sale of all or substantially all of the assets of the Company, or any
merger, consolidation or tender offer in respect of which the stockholders
holding all of the Company's outstanding voting securities immediately prior to
the consummation thereof hold less than 50% of all of the Company's outstanding
voting securities immediately after such consummation. The Executive shall have
Good Reason to terminate his/her employment with the Company within twenty-four
(24) months after a Change of Control if, without his/her prior written consent,
he/she suffers (a) any significant diminution in position, duties,
responsibilities, authority, title or office as in effect immediately prior to
the Change of Control; (b) any reduction in his/her Base Salary as in effect on
the date hereof or as the same may be increased prior to the Change of Control;
(c) the failure by the Company to continue in effect, at a coverage or benefit
level of at least 90% of that in effect immediately prior to the Change of
Control of the Company, any benefit or compensation plan; (d) any requirement by
the Company that the Executive perform his/her principal duties for the Company
at a location more than 30 miles radius from the location at which the Executive
performed such duties immediately prior to the Change in Control; or (e) any
requirement by the Company that the Executive engage in business travel to a
significantly greater extent than immediately prior to the Change of Control;
provided, however, that the Executive shall not be entitled to benefits under
this provision unless he/she gives notice to the Company within 180 days of when
the Executive first becomes aware of such diminution, reduction, failure, or
requirement, as the case may be.

8. THE COMPANY'S OBLIGATIONS AFTER TERMINATION. In the event of
the Company's termination of the Executive's employment without cause, or in the
event of the Executive's termination of his/her employment for Good Reason (as
defined herein) or by the Company within six months before or within twenty-four
(24) months after a Change of Control (as defined herein), and so long as the
Executive has not breached any obligation of the Executive

<PAGE> 6
under Section 5 hereof, the Company shall continue to pay to the Executive and
provide for the benefit of the Executive certain items of compensation, as set
forth below, for a period equal to one (1) year plus one (1) month for each full
year of consecutive service completed by the Executive prior to the date of
termination (including service prior to the date of execution of this
Agreement); provided, however, that the Executive shall be entitled to a maximum
of twenty-four (24) months of compensation. Once the Executive becomes entitled
to receive benefits under this Section 8, then such benefits shall continue
until paid in full, subject to the terms and conditions stated herein,
notwithstanding the Executive's subsequent death, in which case payments shall
be made to the Executive's estate. For purposes of this Agreement, the
Executive's starting date of service to the Company is November 2, 1998.

The compensation to be provided to the Executive pursuant to the terms
of this Section are as follows:

(a) Base salary at the rate in effect as of the date of
termination;

(b) Health insurance, life insurance, disability insurance and
reimbursement of the cost of tax or financial planning
assistance up to a maximum of $1200 per year; and

In addition, the Executive shall be paid (i) a pro-rated incentive
amount based on the portion of the then current fiscal year completed at the
time of termination compared to the Executive's expected incentive compensation
for such year at the target level of such incentive compensation program for the
Executive, and (ii) all deferred compensation then maintained in the Executive's
account, including without limitation all restricted stock, all in accordance
with the options for payment which may then be available for payment of such
deferred compensation to eligible employees. The payments described in clauses
(i) and (ii) of this Section 8 shall be paid promptly after termination of
employment. The payments to be made by the Company to the Executive pursuant to
the provisions of paragraph (a) of this Section 8 shall be made on whatever the
then customary payment schedule is for compensation of executive employees of
the Company (i.e. monthly, bi-weekly, or the like). However, the payments under
paragraphs (a) and (b) shall be not be considered employee compensation or be
subject to tax withholding by the Company; rather they shall be made in exchange
for the Executive's covenant not to compete, as set forth in Section 5(a)
hereof. If, at any time, the payments made under paragraphs (a) and (b) are
determined by any state or federal taxing authority to be employee compensation,
then the Company agrees to pay its share of FICA and Medicare tax on such
payments, plus any interest or penalty that may be due as a result of the taxing
authority's determination and that relates to the Company's unpaid tax. In the
event the Executive secures a new employment position during the period of the
Company's continuing payment of compensation to him/her, the Executive shall
promptly notify the Company of the commencement of the new employment position
and shall inform the Company of the extent to which benefits to be provided by
the Company hereunder are duplicative of benefits then available to the
Executive through his/her new employment position. To the extent that the
benefits to be provided by the Company hereunder are duplicative, the Company
shall be entitled to cease provision of such benefits.

<PAGE> 7

Nothing contained herein shall, however, be construed as reducing the obligation
of the Company to continue to make Base Salary payments or to pay the incentive
compensation and deferred compensation amounts due to the Executive as provided
herein.

If the payments provided for in this Agreement, together with any other
payments or benefits which the Executive has the right to receive from the
Company (or its affiliates, its parent or subsidiaries), would constitute an
"excess parachute payment" (as defined in Section 280G of the Internal Revenue
Code), the Executive shall receive either: (x) all compensation and benefits
provided for him or her under this Agreement, or (y) the maximum of compensation
and benefits that will avoid an excess parachute payment under Section 280G;
whichever would provide the greater after-tax benefit to the Executive. In the
event that clause (y) provides the greater after-tax benefit, the Executive
shall be entitled to select the items to be abated. If the Executive is to
receive the clause (y) benefits and through error or otherwise the Executive
receives payments, together with other payments the Executive has the right to
receive from the Company (or its affiliates, its parents or subsidiaries) in
excess of 2.99 times the Executive's base amount, the Executive agrees to
immediately repay the excess to the Company upon notification that an
overpayment has been made. If the Company has previously issued a W-2 statement
to the Executive and the taxing authorities with respect to these payments
and/or withheld taxes from the Executive based on these payments, then the
Company agrees to promptly issue a corrected W-2 to the Executive and the taxing
authorities and/or to refund the excess withheld taxes to the Executive, as the
case may be.

9. FUNDING OF COMPANY'S OBLIGATIONS. In the event of a Change of
Control, the Company agrees, prior to consummation of the transaction
constituting the Change of Control, to create a so-called Rabbi Trust and to
fund said Rabbi Trust with an amount equal to all amounts which may become due
to the Executive under this Agreement as a result of the Change of Control.
Without limiting the generality of the foregoing, the funding shall include all
amounts which may become due to the Executive in the event of his/her subsequent
termination of employment within twenty-four (24) months of the Change of
Control, including without limitation, all deferred compensation amounts then
deferred for the Executive.

10. GOVERNING LAW AND VENUE. This Agreement shall be construed and
enforced in accordance with the substantive law of the Commonwealth of
Massachusetts, without giving effect to its conflicts of law principles. The
parties agree that any litigation pertaining to this Agreement shall be
maintained exclusively in the courts of general jurisdiction located in
Massachusetts, and each party agrees to submit to the jurisdiction and venue of
any such court. Notwithstanding the foregoing, the Company shall be entitled to
file litigation against the Executive in any jurisdiction where the Company
deems it necessary or advisable to do so in order to enforce the provisions of
Section 5 hereof.

11. CONSTRUCTION. The language in all parts of the Agreement shall
in all cases be construed as a whole according to its fair meaning and not
strictly for or against either party. The section headings contained in this
Agreement are for reference purposes only and will not affect in any way the
meaning or interpretation of this Agreement. All terms used in one number or

<PAGE> 8

gender shall be construed to include any other number or gender as the context
may require. The parties agree that each party has reviewed this Agreement and
has had the opportunity to have counsel review the same and that any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party shall not apply to the interpretation of this Agreement or any
amendment thereof.

12. NONDELEGABILITY OF THE EXECUTIVE'S RIGHTS AND ASSIGNMENT
RIGHTS OF THE COMPANY. The obligations, rights and benefits of the Executive
hereunder are personal and may not be delegated, assigned or transferred in any
manner whatsoever, nor are such obligations, rights or benefits subject to
involuntary alienation, assignment or transfer. This Agreement may be assigned
by the Company to its parent or any subsidiary or affiliate, and shall be
assigned automatically to any entity merging with or acquiring the Company or
its parent or business of the Company. Without limiting the generality of the
foregoing, the Company agrees to require any purchaser of all or substantially
all its assets to agree to perform the Company's obligations under this
Agreement. Any successor to the Company, whether by assignment or otherwise,
shall be considered the Company for purposes of this Agreement.

13. SEVERABILITY. If any term or provision of this Agreement is
declared by a court of competent jurisdiction to be invalid or unenforceable for
any reason, this Agreement shall remain in full force and effect, and the
parties will request the court to (a) modify the invalid or unenforceable
provision to the minimum extent necessary to make it valid and enforceable, or
(b) if the court determines that such a modification is not possible, interpret
this Agreement as if such invalid or unenforceable provisions were not a part
hereof.

14. NOTICES. All notices required or permitted hereunder shall be
in writing and shall be deemed duly given, upon receipt, if either personally
delivered, sent by certified mail, return receipt requested, or sent by a
nationally recognized overnight courier service, addressed to the parties as
follows:

If to the Company: Hadco Corporation
12A Manor Parkway
Salem, NH 03079
Attn: General Counsel

With a copy to: Hamilton & Dahmen, LLP
73 Tremont Street
Boston, MA 02108

If to the Executive: F. Gordon Bitter
14249 W. Hume Road
Hume, VA 22639

or to such other addresses either party may provide to the other in accordance
with this Section.

<PAGE> 9

15. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof (i.e.
the Executive's employment by the Company) and supercedes all prior or
contemporaneous employment agreements and understandings or agreements in regard
to the Executive's employment except for relocation benefits as described in the
Offer Letter dated October 26, 1998. No modification or addition to this
Agreement shall be valid unless in writing, specifically referring to this
Agreement and signed by both parties hereto. No waiver of any rights under this
Agreement shall be valid unless in writing and signed by the party to be charged
with such waiver. No waiver of any term or condition contained in this Agreement
shall be deemed or construed as a further or continuing waiver of such term or
condition, unless the waiver specifically provides otherwise.

IN WITNESS WHEREOF, the parties have set their hands as the day and
year first above written.

HADCO Corporation

/s/ Patricia Randall /s/ Andrew E. Lietz
- ---------------------------- -----------------------------------
Witness Its
Duly Authorized

Executive

/s/ Patricia Randall /s/ F. Gordon Bitter
- ----------------------------- -----------------------------------
Witness F. Gordon Bitter

<PAGE> 1

Exhibit 10.58

HADCO CORPORATION

NON-QUALIFIED STOCK OPTION PLAN

SEPTEMBER 7, 1990

AS AMENDED AND RESTATED APRIL 7, 1998

1. PURPOSE. This Non-Qualified Stock Option Plan (hereinafter,
the "Plan") is intended to promote the interests of Hadco Corporation
(hereinafter, the "Company") by providing an inducement for highly qualified
personnel to enter the employ of the Company and an incentive for valued
employees to remain with the Company and to use their best efforts to promote
the Company's continued success, by means of the offer of an opportunity to
acquire or increase their proprietary interest in the Company through the
granting of options to purchase the Company's stock pursuant to the terms of
this Plan. As used herein, the term "Company" includes any present or future
subsidiary and any successor corporation.

2. RIGHTS TO BE GRANTED. Under this Plan, options may be granted
that give an optionee the right for a specified time period to purchase a
specified number of shares of common stock, par value $0.05, of the Company. The
option price shall be determined in each instance by the Stock Option Committee,
in accordance with the terms of this Plan.

3. AVAILABLE SHARES. The total number of shares of common stock,
par value $0.05, of the Company, for which options may be granted shall be One
Million (1,000,000) shares,

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<PAGE> 2

subject to adjustment in accordance with Paragraph 11 of this Plan. Shares
subject to the Plan may be either authorized but unissued shares or shares that
were once issued and subsequently reacquired by the Company. If any options
granted under this Plan are surrendered before exercise or lapse without
exercise, in whole or in part, the shares reserved therefor shall revert to the
option pool and shall continue to be available under the Plan.

4. ADMINISTRATION. The Plan shall be administered by the Stock
Option Committee (hereinafter, the "Committee"), which shall consist of two or
more members appointed by the Board of Directors of the Company. The Board may
at any time and from time to time thereafter appoint additional or substitute
members of the Committee and may fill vacancies on the Committee, however
caused. No member of the Committee shall be eligible to participate in the Plan,
and no person shall be appointed to the Committee who has within one (1) year of
his appointment been eligible to selection as a person to whom stock may be
allocated or to whom stock options or stock appreciation rights may be granted
pursuant to this Plan or any other plan of the Company or any of its affiliates
entitling the participants therein to acquire stock, stock options or stock
appreciation rights of the Company or any of its affiliates. No person shall be
a member of the Committee who is not a Director of the Company.

In the event no Committee is appointed, the Board shall act as
the Committee and all references in this Plan to the Committee shall mean the
Board. If a Committee is appointed but

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<PAGE> 3

under applicable law does not have authority to undertake any duty stated
herein, the Board shall act as and for the Committee for the purpose of
undertaking that particular duty.

The Committee shall choose one of its members as Chair and
shall hold meetings at such times and places as it deems advisable. A majority
of the members of the Committee shall constitute a quorum, and any action may be
taken by a majority of those present and voting at any meeting.

Subject to the provisions of this Plan, the Committee shall
have authority in its discretion to determine the employees of the Company to
whom options shall be granted, the number of shares to be covered by each
option, the time or times at which options shall be granted, the purchase price
of the stock covered by each option, the time or times during the term of option
(defined in Section 9) at which each such option shall become exercisable, the
form of agreement to be used in granting the options, and shall further have the
authority to interpret this Plan, and to prescribe, amend and rescind rules and
regulations relating to it. All questions of interpretation and application of
this Plan and of any options issued under it shall be determined by the
Committee, and such determination shall be final and binding upon all persons.

No member of the Board or of the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
option granted under it.

5. GRANT OF OPTIONS. The Committee may from time to time grant
options to eligible persons pursuant to the provi-

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<PAGE> 4
sions of this Plan. Each option so granted shall be evidenced by an Option
Agreement, in such form as may be approved by the Committee, which Agreement
shall be duly executed and delivered on behalf of the Company and by the
optionee to whom such option is granted. The Agreement may contain such terms,
provisions, and conditions not inconsistent with the Plan as may be determined
by the Committee, including restrictions to be imposed on the shares acquired by
a participant upon the exercise of an option granted to him.

The grant of an option under this Plan shall be effective as
of the date of the vote of the Stock Option Committee of the Board of
Directors of the Company to issue such an option. The granting of options under
this Plan shall be entirely discretionary and nothing in this Plan shall be
deemed to give any employee any right to participate in this Plan or to receive
options.

The grant of an option under this Plan confers no right upon
the optionee with respect to the continuation of his employment with the Company
or a subsidiary of the Company. Nothing contained in this Plan or any option
agreement issued hereunder shall be construed as interfering with or restricting
the right of the Company or its subsidiary or the optionee to terminate his
employment at any time.

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<PAGE> 5
of this Plan if the person has executed a written employment agreement with the
Company which provides for the start of active employment within one (1) month
of the date of grant of an option. In determining the eligibility of an
individual to be granted an option, as well as in determining the number of
shares to be optioned to any individual, the Committee shall consider the
responsibilities of the person being considered, the nature and value to the
Company or its subsidiaries of his service and accomplishments, his present and
potential contribution to the success of the Company or its subsidiaries, and
such other factors as the Committee may deem relevant.

No option may be granted under this Plan after December 31,
2000.

7. OPTION PRICE. The purchase price of the stock covered by an
option granted pursuant to this Plan shall be the fair market value of the
underlying shares of Common Stock on the date the option is granted.

If the Company's common stock is actively traded in the
established over-the-counter market, the fair market value of such common stock
shall be the mean between the bid and asked prices quoted in such
over-the-counter market at the close on the date nearest preceding the date of
grant. If such common stock is listed on any national exchange, or traded in the
Nasdaq National Market, the mean between the high and low sale prices quoted on
such exchange or market on the trading day nearest preceding the date of the
granting of the option may be taken as such fair market value. If the stock is
not publicly traded, the

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<PAGE> 6

fair market value shall be determined from time to time by the Board of
Directors.

The full purchase price per share (determined after any
appropriate adjustment has been made under the terms of Section 11 of this Plan)
shall be paid as provided in Section 8 below.

8. EXERCISE OF OPTION. Subject to the terms and conditions of
this Plan and the Option Agreement, an option granted hereunder shall be
exercisable in whole or in part by giving written notice to the Company by mail
or in person addressed to Treasurer, Hadco Corporation, 12A Manor Parkway,
Salem, New Hampshire 03079, stating the number of shares with respect to which
the option is being exercised, accompanied by payment in full for such shares,
which payment may be made in whole or in part in shares of the common stock of
the Company already owned by the person or persons exercising the option, valued
at fair market value; provided, however, that there shall be no such exercise at
any one time as to fewer than one hundred (100) shares or all of the shares then
purchasable by the person or persons exercising the option, if fewer than one
hundred (100) shares. A copy of such notice shall be provided to Hamilton &
Dahmen, LLP, 73 Tremont Street, Boston, Massachusetts 02108, or to such other
counsel as the Company may hereafter designate, and to the Bank of Boston,
Shareholder Services Division, Post Office Box 644, Boston, Massachusetts 02102,
or to such other Stock Transfer Agent as the Company may hereafter designate.
The Transfer Agent shall, on behalf of the Company, prepare a

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<PAGE> 7

certificate or certificates representing such shares acquired pursuant to
exercise of the option, shall register the optionee as the owner of such shares
on the books of the Company and shall cause the fully executed certificate(s)
representing such shares to be delivered to the optionee as soon as practicable
after payment of the option price in full. The holder of an option shall not
have any rights of a shareholder with respect to the shares covered by the
option, except to the extent that one or more certificates for such shares shall
be delivered to him upon the due exercise of the option.

Notwithstanding the foregoing provisions, an option granted
hereunder may, to the extent in compliance with applicable law, be exercised by
payment in accordance with a cashless exercise program under which, if so
instructed by the holder of the option, shares of Common Stock may be issued
directly to the broker or dealer of the holder of the option upon receipt by the
Company of the purchase price of the Common Stock covered by such option in cash
or check from the broker or dealer, and except to the extent modified by this
sentence, the exercise will comply with, and be subject to, all the other
provisions of this Section 8.

9. TERM AND TRANSFERABILITY OF OPTIONS.

(a) Each option shall become exercisable as provided in each
option granted by the Company to the participant and as provided in each
respective Option Agreement, but in no event shall the option be exercisable
during a period longer than the period beginning with the date of grant and
ending not later than

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<PAGE> 8

ten (10) years from such date of grant.

(b) Any option granted pursuant to this Plan shall not be
assignable or transferable except by will or by the laws of descent and
distribution. During the lifetime of the optionee, any option shall be
exercisable only by the optionee to whom the option is granted. Any option
granted hereunder shall be null and void and without effect upon the bankruptcy
of the optionee to whom the option is granted, or upon any attempted assignment
or transfer, including without limitation, any purported assignment, whether
voluntary or by operation of law, pledge, hypothecation or other disposition,
attachment, trustee process or similar process, whether legal or equitable, upon
such option.

10. TERMINATION OF OPTION RIGHTS.

(a) In the event an optionee ceases to be an employee of the
Company for any reason other than death, retirement with the consent of the
Company or disability, any unvested or unexercised options granted to such
optionee shall terminate and become void at midnight on the thirtieth day after
the date of termination, but in no event later than the specified expiration
date of the option.

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<PAGE> 9

personal representative, heir or legatee, in the event of death) during the
period ending one hundred eighty (180) days after the date of termination of
employment, but in no event later than the specified expiration date of the
option.

(c) In the event an optionee ceases to be an employee of the
Company by reason of his or her retirement with the consent of the Company, any
option granted to such employee which had vested as of the date of retirement
may be exercised during the period ending ninety (90) days after the date or
retirement, but in no event later than the specified expiration date of the
option.

(d) For purposes of the Plan, a transfer of an employee between
the parent Company and a subsidiary company, or between subsidiary companies,
shall not be deemed a termination of employment.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

(a) In the event that the outstanding shares of the Common Stock
of the Company are changed into or exchanged for a different number or kind of
shares or other securities of the Company by reason of any reorganization,
recapitalization, reclassification, stock split-up, combination of shares or
dividends payable in capital stock, appropriate adjustments shall be made in the
number and kind of shares as to which options may be granted under the Plan and
as to which outstanding options or portions thereof then unexercised shall be
exercisable, to the end that the proportionate interest of the option holder
shall be maintained as before the occurrence of such event. Such

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<PAGE> 10

adjustment in outstanding options shall be made without change in the total
price applicable to the unexercised portion of such options and with a
corresponding adjustment in the option price per share.

(b) Upon any sale of all or substantially all of the assets of the
Company, or upon any merger, consolidation or tender offer in respect of which
the stockholders holding all of the Company's outstanding voting securities
immediately prior to the consummation thereof hold less than 50% of all of the
Company's outstanding voting securities immediately after such consummation
(each of the foregoing sale, merger, consolidation or tender offer hereinafter
called an "Acquisition"), then the date upon which all then outstanding options
granted under this Plan become fully vested and exercisable shall be
automatically accelerated to occur immediately prior to the consummation of such
Acquisition; provided, however, that any such then outstanding options which are
not thereupon exercised in full immediately prior to the consummation of such
Acquisition shall thereupon terminate.

12. RESTRICTIONS ON ISSUANCE OF SHARES.

Notwithstanding the provisions of Section 8 of the Plan, the Company shall have
no obligation to deliver any certificate or certificates upon exercise of an
option until one of the following conditions shall be satisfied:

(i) The shares with respect to which the option has been
exercised are at the time of the issue of such shares effectively
registered under applicable Federal and

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<PAGE> 11
State securities acts as now in force or hereafter amended; or

(ii) Counsel for the Company shall have given an opinion
that such shares are exempt from registration under Federal and State
securities acts as now in force or hereafter amended; and until the
Company has complied with all applicable laws and regulations,
including without limitation all regulations required by any stock
exchange upon which the Company's outstanding common stock is then
listed.

The Company shall use its best efforts to bring about
compliance with the above conditions within a reasonable time, except that the
Company shall be under no obligation to cause a registration statement or a
post-effective amendment to any registration statement to be prepared at its
expense solely for the purpose of covering the issue of shares in respect of
which any option may be exercised.

Any stock purchased under the Plan prior to shareholder
approval of the Plan may not be sold, assigned, transferred, pledged or
encumbered in any way and will be held in escrow by the Company until
shareholder approval for the Plan is obtained, and if such approval is not
obtained by the earlier of (i) the next annual meeting of stockholders of the
Company, or (ii) June 30, 1996, the purchase of such stock and any option
granted hereunder and this Plan will be automatically rescinded and the
purchase price returned to purchasing optionees without interest.

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<PAGE> 12
13. REPRESENTATIONS OF OPTIONEE. The Company may require the
optionee to deliver such written warranties and representations upon exercise of
the option that the Company deems reasonable or necessary, including without
limitation a representation that a purchase of shares under the option is made
for investment and not with a view to their distribution (as that term is used
in the Securities Act of 1933).

14. MODIFICATION OF OUTSTANDING OPTIONS. The Committee or the
Board of Directors may accelerate the exercisability of any outstanding option
and may authorize changes to any outstanding option with the consent of the
participant (including, without limitation, to extend the term of an option upon
termination of employment to a date not later than ten (10) years from the
original grant date) when and subject to such conditions as are deemed to be in
the best interests of the Company and in accordance with the purposes of the
Plan.

15. APPROVAL OF STOCKHOLDERS. The Plan shall be subject to
approval by the affirmative vote of stockholders holding at least a majority of
the voting stock of the Company voting in person or by proxy at or by the
earlier of (i) the next annual meeting of stockholders of the Company, or (ii)
June 30, 1991, and the Plan shall take effect as of the date of adoption
immediately upon such approval.

16. TERMINATION AND AMENDMENT OF PLAN. The Board may at any time
terminate the Plan or make such modification or amendment thereof as it deems
advisable; provided, however, that except as provided in Section 11 the Board
may not, without

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<PAGE> 13

approval of the stockholders of the Company obtained in the manner stated in
Section 15, increase the maximum number of shares for which options may be
granted under the Plan. Termination or any modification or amendment of the Plan
shall not, without consent of a participant, affect his rights under an option
previously granted to him.

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<PAGE> 1
Exhibit 10.59

HADCO CORPORATION

NON-QUALIFIED STOCK OPTION PLAN

NOVEMBER 29, 1995

AS AMENDED AND RESTATED JULY 1, 1998

3. AVAILABLE SHARES. The total number of shares of common stock,
par value $0.05, of the Company, for which options

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<PAGE> 2

may be granted shall be One Million (1,000,000) shares, subject to adjustment in
accordance with Paragraph 11 of this Plan. Shares subject to the Plan may be
either authorized but unissued shares or shares that were once issued and
subsequently reacquired by the Company. If any options granted under this Plan
are surrendered before exercise or lapse without exercise, in whole or in part,
the shares reserved therefor shall revert to the option pool and shall continue
to be available under the Plan. No one employee of the Company may be granted
options to acquire, in the aggregate, more than 300,000 shares of Common Stock
under this Plan. If any option granted under this Plan shall expire or terminate
for any reason without having been exercised in full or shall cease for any
reason to be exercisable in whole or in part or shall be repurchased by the
Company, the shares subject to such option shall be included in the
determination of the aggregate number of shares of common stock deemed to have
been granted to such employee under this Plan.

4. ADMINISTRATION. The Plan shall be administered by the Stock
Option Committee (hereinafter, the "Committee"), which shall consist of two or
more members appointed by the Board of Directors of the Company; provided,
however that the Plan shall be administered: (I) to the extent required by
applicable regulations under Section 162(m) of the Internal Revenue Code of
1986, by two or more "outside directors" (as defined in applicable regulations
thereunder) and (ii) to the extent required by Rule 16b-3 promulgated under the
Securities Exchange Act of 1934 or any successor provision ("Rule 16b-3"), by a

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<PAGE> 3

disinterested administrator or administrators within the meaning of Rule 16b-3.
The Board may at any time and from time to time thereafter appoint additional or
substitute members of the Committee and may fill vacancies on the Committee,
however caused. No person shall be a member of the Committee who is not a
Director of the Company.

In the event no Committee is appointed, the Board shall act as
the Committee and all references in this Plan to the Committee shall mean the
Board. If a Committee is appointed but under applicable law does not have
authority to undertake any duty stated herein, the Board shall act as and for
the Committee for the purpose of undertaking that particular duty.

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<PAGE> 4
regulations relating to it. All questions of interpretation and application of
this Plan and of any options issued under it shall be determined by the
Committee, and such determination shall be final and binding upon all persons.

No member of the Board or of the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
option granted under it.

5. GRANT OF OPTIONS. The Committee may from time to time grant
options to eligible persons pursuant to the provisions of this Plan. Each
option so granted shall be evidenced by an Option Agreement, in such form as may
be approved by the Committee, which Agreement shall be duly executed and
delivered on behalf of the Company and by the optionee to whom such option is
granted. The Agreement may contain such terms, provisions, and conditions not
inconsistent with the Plan as may be determined by the Committee, including
restrictions to be imposed on the shares acquired by a participant upon the
exercise of an option granted to him.

The grant of an option under this Plan confers no right upon
the optionee with respect to the continuation of his

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<PAGE> 5

employment with the Company or a subsidiary of the Company. Nothing contained in
this Plan or any option agreement issued hereunder shall be construed as
interfering with or restricting the right of the Company or its subsidiary or
the optionee to terminate his employment at any time.

6. ELIGIBILITY AND LIMITATIONS. Options may be granted pursuant
to this Plan only to employees of the Company or of any present or future
subsidiary corporation; provided, however, that a person shall be considered to
be an employee within the meaning of this Plan if the person has executed a
written employment agreement with the Company which provides for the start of
active employment within one (1) month of the date of grant of an option. In
determining the eligibility of an individual to be granted an option, as well as
in determining- the number of shares to be optioned to any individual, the
Committee shall consider the responsibilities of the person being considered,
the nature and value to the Company or its subsidiaries of his service and
accomplishments, his present and potential contribution to the success of the
Company or its subsidiaries, and such other factors as the Committee may deem
relevant.

No option may be granted under this Plan after December 31,
2005.

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<PAGE> 6

The full purchase price per share (determined after any
appropriate adjustment has been made under the terms of Section 11 of this Plan)
shall be paid as provided in Section 8 below.

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<PAGE> 7

exercise to the cash exercise price of the option, or (c) at the discretion of
the Committee and consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of the Common Stock acquired upon exercise of the option and an authorization to
the broker or selling agent to pay that amount to the Company, which sale shall
be at the participant's direction at the time of exercise, or (d) at the
discretion of the Committee, by any combination of (a), (b) and (c) above. There
shall be no such exercise at any one time as to fewer than one hundred (100)
shares or all of the shares then purchasable by the person or persons exercising
the option, if fewer than one hundred (100) shares. A copy of such notice shall
be provided to Hamilton & Dahmen, LLP, 73 Tremont Street, Boston, Massachusetts
02108, or to such other counsel as the Company may hereafter designate, and to
the Bank of Boston, Shareholder Services Division, Post Office Box 644, Boston,
Massachusetts 02102, or to such other Stock Transfer Agent as the Company may
hereafter designate. The Transfer Agent shall, on behalf of the Company, prepare
a certificate or certificates representing such shares acquired pursuant to
exercise of the option, shall register the optionee as the owner of such shares
on the books of the Company and shall cause the fully executed certificate(s)
representing such shares to be delivered to the optionee as soon as practicable
after payment of the option price in full. The holder of an option shall not
have any rights of a shareholder with respect to the shares covered by the
option, except to the extent that one or

-7-

<PAGE> 8
more certificates for such shares shall be delivered to him upon the due
exercise of the option.

9. TERM AND TRANSFERABILITY OF OPTIONS.

10. TERMINATION OF OPTION RIGHTS.

(a) In the event an optionee ceases to be an employee of the
Company for any reason other than death, retirement from the Company on or after
normal retirement age as described in the Hadco Corporation Retirement Plan, as
it may be amended from time to time, or any successor Plan (or retirement on or
after such other earlier age as may be permitted in the individual option

-8-

<PAGE> 9

agreement between the optionee and the Company) or disability, any unvested or
unexercised options granted to such optionee shall terminate and become void at
midnight on the thirtieth (30) day after the date of termination, but in no
event later than the specified expiration date of the option.

(b) In the event that an optionee ceases to be an employee of the
Company by reason of his or her disability or death, any option granted to such
optionee shall be immediately and automatically accelerated and all previously
unexercised options (to the extent that they have not previously been forfeited
in accordance with the terms of the individual option agreement) shall vest and
be exercisable (by the optionee's personal representative, heir or legatee, in
the event of death) during the period ending one hundred eighty (180) days after
the date of termination of employment, but in no event later than the specified
expiration date of the option.

(c) In the event an optionee ceases to be an employee of the
Company by reason of his or her retirement on or after normal retirement age as
described in the Hadco Corporation Retirement Plan, as it may be amended from
time to time, or any successor Plan (or retirement on or after such other
earlier age as may be permitted in the individual option agreement between the
optionee and the Company), any option granted to such employee which had vested
as of the date of retirement may be exercised during the period ending ninety
(90) days after the date of retirement; provided, however, that an individual
option agreement may provide different rights to a retiring optionee than those

-9-

<PAGE> 10

contained in this section 10(c); and provided further that in no event may any
option be exercisable later than the specified expiration date of the option.

(d) For purposes of the Plan, a transfer of an employee between
the parent Company and a subsidiary company, or between subsidiary companies,
shall not be deemed a termination of employment.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

-10-

<PAGE> 11

the consummation thereof hold less than 50% of all of the Company's outstanding
voting securities immediately after such consummation (each of the foregoing
sale, merger, consolidation or tender offer hereinafter called an
"Acquisition"), then the date upon which all then outstanding options granted
under this Plan become fully vested and exercisable shall be automatically
accelerated to occur immediately prior to the consummation of such Acquisition;
provided, however, that any such then outstanding options which are not
thereupon exercised in full immediately prior to the consummation of such
Acquisition shall thereupon terminate.

(c) In the event of a recapitalization or reorganization of the
Company (other than a transaction described in subsections 11(a) and (b) above)
pursuant to which securities of the Company or of another corporation are issued
with respect to the outstanding shares of Common Stock, an optionee upon
exercising an option shall be entitled to receive for the purchase price paid
upon such exercise securities he or she would have received if he or she had
exercised such option prior to such recapitalization or reorganization. In the
event of the proposed dissolution or liquidation of the Company, each option
will terminate immediately prior to the consummation of such proposed action or
at such other time and subject to such other conditions as shall be determined
by the Committee. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be

-11-

<PAGE> 12

made with respect to, the number or price of shares subject to options. No
adjustments shall be made for dividends paid in cash or in property other than
securities of the Company. No fractional shares shall be issued under the Plan
and the optionee shall receive from the Company cash in lieu of such fractional
shares. Upon the happening of any of the events described in this Section 11,
the class and aggregate numbers of shares set forth in Section 3 hereof that are
subject to options which previously have been or subsequently may be granted
under this Plan, as well as the 300,000 figure in Section 3, shall also be
appropriately adjusted to reflect the events described in such subparagraphs.
The Committee or the Successor Board shall determine the specific adjustments to
be made under this Section 11 and, subject to Section 2, its determination shall
be conclusive.

12. RESTRICTIONS ON ISSUANCE OF SHARES.

(i) The shares with respect to which the option has been
exercised are at the time of the issue of such shares effectively
registered under applicable Federal and State securities acts as now in
force or hereafter amended; or

(ii) Counsel for the Company shall have given an opinion
that such shares are exempt from registration

-12-

<PAGE> 13
under Federal and State securities acts as now in force or hereafter
amended; and until the Company has complied with all applicable laws
and regulations, including without limitation all regulations required
by any stock exchange upon which the Company's outstanding common stock
is then listed.

13. REPRESENTATIONS OF OPTIONEE. The Company may require the
optionee to deliver such written warranties and representations upon exercise of
the option that the Company deems reasonable or necessary, including without
limitation a

-13-

<PAGE> 14
representation that a purchase of shares under the option is made for investment
and not with a view to their distribution (as that term is used in the
Securities Act of 1933).

15. APPROVAL OF STOCKHOLDERS. The Plan shall be subject to
approval by the affirmative vote of stockholders holding at least a majority of
the voting stock of the Company voting in person or by proxy at or by the
earlier of (i) the next annual meeting of stockholders of the Company, or (ii)
June 30, 1996, and the Plan shall take effect as of the date of adoption
immediately upon such approval.

16. TERMINATION AND AMENDMENT OF PLAN. The Plan shall expire at
the end of the business day on December 31, 2005 (except as to options
outstanding on that date). The Board may at any time terminate the Plan or make
such modification or amendment thereof as it deems advisable; provided, however,
that except as provided in Section 11 the Board may not, with- out approval of
the stockholders of the Company obtained in the manner stated in Section 15
(without regard to clauses (i) and

-14-

<PAGE> 15

(ii) therein), increase the maximum number of shares for which options may be
granted under the Plan. To the extent required by Rule 16b-3, any other
amendments to this Plan shall be approved by the stockholders of the Company in
the manner stated in Section 15 (without regard to clauses (i) and (ii)
therein). Termination or any modification or amendment of the Plan shall not,
without consent of a participant, affect his rights under an option previously
granted to him.

17. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon any exercise of
any option or the vesting or transfer of restricted stock or securities acquired
on the exercise of an option hereunder, or the making of a distribution or other
payment with respect to such stock or securities, the Company may withhold taxes
in respect of amounts that constitute compensation includable in gross income.
The Committee in its discretion may condition (i) the exercise of an option, or
(ii) the vesting or transferability of restricted stock or securities acquired
by exercising an option, on the optionee's making satisfactory arrangement for
such withholding. Such arrangement may include payment by the optionee in cash
or by check of the amount of the withholding taxes or, at the discretion of the
Committee, by the optionee's delivery of previously held shares of Common Stock
or the withholding of shares from the shares of Common Stock otherwise
deliverable upon exercise of an option, with such shares in each case having an
aggregate fair market value equal to the amount of such withholding taxes.

-15-

<PAGE> 1
Exhibit 10.60

AMENDMENT TO OPTION AGREEMENT

AMENDMENT made this 1st day of July, 1998, by and between Hadco
Corporation, a Massachusetts corporation with a usual place of business in
Salem, New Hampshire (hereinafter the "Company"), and Andrew E. Lietz, of Rye,
New Hampshire (hereinafter the "Optionee"), to the Option Agreement between the
parties dated April 8, 1998 in which the Optionee was granted options for Fifty
Thousand (50,000) shares of Hadco Corporation Common Stock.

WHEREAS, both parties consider the Optionee's stock option arrangements
with the Company to be an integral part of his compensation package; and

WHEREAS, the Company has recently reviewed compensation arrangements
with its top management; and

WHEREAS, the Company and the Optionee have agreed upon a revised
provision with respect to the retirement of the Optionee.

NOW, THEREFORE, in consideration of the premises and other mutual
covenants contained herein, it is agreed between the parties as follows:

1. To strike Section 2(c)(1) and substitute therefor new Section
2(c)(1) as follows: "Any unvested or unexercised option granted hereunder shall
terminate and become void at midnight on the thirtieth (30th) day after the
Optionee's employment with the Company is terminated for any reason other than
disability, death, or retirement after age 61, but in no event may the option be
exercised later than the specified expiration date of the option."

<PAGE> 2

2. To strike Section 2(c)(3) and substitute therefor new Section
2(c)(3) as follows: "In the event the employment of the Optionee terminates by
reason of retirement from the Company after Optionee has reached age 61, any
option granted hereunder shall continue to vest and become exercisable on the
same schedule as set forth in Section 2(a) and shall expire on the same date as
provided in Section 2(b) hereof."

3. Except as specifically set forth herein, the original terms
and provisions of the Option Agreement of April 8, 1998 (unless otherwise
changed or amended by operation of amendment of the November 29, 1995 Hadco
Stock Option Plan) between the parties are hereby ratified and confirmed.

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

Hadco Corporation

/s/ Patricia Randall By: /s/ Horace H. Irvine II
- -------------------------------- ------------------------------------
Witness

/s/ James C. Hamilton By: /s/ Andrew E. Lietz
- -------------------------------- ------------------------------------
Witness Andrew E. Lietz

<PAGE> 1

Exhibit 10.61

AMENDMENT TO OPTION AGREEMENT

AMENDMENT made this 1st day of July, 1998, by and between Hadco
Corporation, a Massachusetts corporation with a usual place of business in
Salem, New Hampshire (hereinafter the "Company"), and Andrew E. Lietz, of Rye,
New Hampshire (hereinafter the "Optionee"), to the Option Agreement between the
parties dated February 26, 1997 in which the Optionee was granted options for
Forty Thousand (40,000) shares of Hadco Corporation Common Stock.

WHEREAS, both parties consider the Optionee's stock option arrangements
with the Company to be an integral part of his compensation package; and

WHEREAS, the Company has recently reviewed compensation arrangements
with its top management; and

WHEREAS, the Company and the Optionee have agreed upon a revised
provision with respect to the retirement of the Optionee.

NOW, THEREFORE, in consideration of the premises and other mutual
covenants contained herein, it is agreed between the parties as follows:

<PAGE> 2

3. Except as specifically set forth herein, the original terms
and provisions of the Option Agreement of February 26, 1997 (unless otherwise
changed or amended by operation of amendment of the November 29, 1995 Hadco
Stock Option Plan) between the parties are hereby ratified and confirmed.

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

Hadco Corporation

/s/ Patricia Randall By: /s/ Horace H. Irvine
- -------------------------------- ------------------------------------
Witness

/s/ James C. Hamilton By: /s/ Andrew E. Lietz
- -------------------------------- ------------------------------------
Witness Andrew E. Lietz

<PAGE> 1
Exhibit 10.62

EXHIBIT A

PROPOSED AMENDMENTS TO HADCO CORPORATION RETIREMENT PLAN RELATING TO MERGER WITH
CONTINENTAL CIRCUITS CORP. PLAN 10/1/98

1. The last paragraph of Section 3.01 is amended by adding the following
sentence thereto:

"For individuals who have become Participants during the 1998 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 April 1, 1998 through October 31, 1998 from the
Employer or from the individual's prior employer who was a party to the
transaction."

2. Effective October 1, 1998, a new Article VIII-A shall be added to the
Plan, to read as follows:

ARTICLE VIII-A
PROVISIONS FOR RADIAN SOURCE ACCOUNTS

8A.01 PROTECTED BENEFITS, RIGHTS AND FEATURES

Any accounts transferred to this Plan from the Continental Circuits
Corp. 401(k) Retirement Plan (the "Continental Circuits Plan") for the
benefit of former employees of Radian International LLC or an affiliate
of Radian International LLC who become employees of the Employer or any
Affiliated Employer ("Radian Participants") shall be segregated and
maintained as separate sub-accounts as provided in Section 9.03 below
for purposes of continuing to provide the benefits, rights and features
which were provided under the Continental Circuits Plan and which are
protected benefits under Section 411(d)(6) of the Code. Radian
Participants will be provided the following protected benefits, rights,
and features solely as to the Radian Source Accounts (as defined in
Section 9.03).

8A.02 IN-SERVICE WITHDRAWALS

(a) IN GENERAL. A Participant or former Participant may request
cash withdrawals from Radian Source Accounts not more than
twice during any twelve-month period commencing with any
withdrawal, subject to the

<PAGE> 2
sequence and conditions for withdrawal set forth in paragraph
(b) below. The minimum amount of withdrawal shall be set by
the Plan Administrator. The withdrawals are not subject to the
spousal and Participant consent requirements contained in Code
Sections 401(a)(11) and 417.

(b) SEQUENCE AND CONDITIONS FOR WITHDRAWAL. A Participant shall
request the Plan Administrator to effect a cash withdrawal and
such amount shall be debited form his Radian Source Accounts.
The Administrator shall withdraw amounts in the following
sequence and upon the following conditions:

(i) First, a Participant may withdraw all or part of the
value of his After-Tax Frozen Account (as defined in
Section 9.03 below).

(ii) Second, a Participant may withdraw all or part of the
value of his Prior Plan Employee Frozen Account (as
defined in Section 9.03 below) if the Participant is
age 59 1/2 or older. If the Participant is less than
age 59 1/2, a Participant may withdraw upon written
request to the Plan Administrator all or part of the
Deferral Contributions (and earnings thereon accrued
as of December 31, 1988) in his Prior Plan Employee
Frozen Account due to financial hardship as
determined in accordance with the provisions of this
Plan.

8A.03 PARTICIPANT LOANS

Participants may borrow from their Radian Source Accounts in accordance
with the terms of this Plan, without the necessity of obtaining spousal
consent.

8A.04 DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT, DISABILITY, RETIREMENT OR
DEATH

A distribution option other than a one-sum cash distribution shall be
available under the following described circumstances only if the total
balance of a Participant's Radian Source Accounts at the time of a
distribution exceeds $3,500 for Plan Years beginning prior to January
1, 1998 or exceeds $5,000 for Plan Years beginning on or after January
1,1998.

(a) RETIREMENT BENEFITS

(i) NORMAL FORM OF RETIREMENT BENEFIT. The Normal Form of
benefit shall be a one-sum cash distribution.

<PAGE> 3

(ii) OPTIONAL FORMS OF RETIREMENT BENEFIT. A Participant
who terminates employment after reaching age 55, who
terminates employment and commences distribution
after reaching age 55, or who terminates employment
on account of disability (as determined under the
terms of this Plan), may elect an installment or
annuity form of distribution as described below
instead of the Normal Form described in paragraph
(a)(i) above. Any such election shall not be subject
to the spousal and Participant consent requirements
contained in Code Sections 401(a)(11) and 417.

(A) Annuity payments may be made over one of the
following periods:

(1) the life of the Participant;

(2) the life of the Participant, with a
one-sum payment upon the death of
the Participant for the excess of
the annuity's net purchase price
over the sum of payments made prior
to the death of the Participant;

(3) the lives of the Participant and a
designated Beneficiary, or

(4) a period certain and continuous not
extending beyond 10 years.

Any annuity contract distributed herefrom
must be nontransferable. Any contract for
the lives of the Participant and a
designated Beneficiary shall be a 50%,
66 2/3% or 100% joint and survivor annuity.

(B) The installment payment options provide
for periodic payments to the Participant as
hereinafter described. Installment payments
shall be made over a period not to exceed
the Participant's (or the Participant's and
spouse's) life expectancy, subject to the
terms set forth herein. The Participant may
elect either:

<PAGE> 4

(1) payment in equal amounts, except
that the last payment which
exhausts the Participant's Radian
Source Accounts may be greater or
smaller;

(2) a specific number of payments. The
amount of each payment will equal
the then value of the Participant's
Radian Source Accounts divided by
the number of remaining payments to
be made; or

(3) payments over the Participant's
life expectancy re-determined each
year. The amount of each payment
will equal the then value of the
Participant's Radian Source
Accounts divided by the
Participant's life expectancy.

An amount may be deducted from a
Participant's Radian Source Account to cover
the expenses applicable to such installment
payment options. Installment payments will
terminate with the earlier of (a) the
payment which completely exhausts the
Participant's Radian Source Accounts or (b)
the last payment due preceding the death of
the Participant. At the death of the
Participant, any amount remaining in the
Participant's Radian Source Accounts will be
paid in a lump-sum to the Participant's
Beneficiary or Beneficiaries. In no event
will the installment period exceed that
permitted by law.

(b) Termination Of Employment

(i) NOTICE OF TERMINATION OF EMPLOYMENT. If the
termination of employment of a Participant occurs,
the Employer shall give written notice to the Plan
Administrator of the date of termination of
employment of such Participant.

(ii) AMOUNT OF PARTICIPANT'S BENEFIT. The amount of a
Participant's Plan benefit upon termination of
employment which is subject to the terms of this
Article VIII-A shall equal the total balance of his
Radian Source Accounts at the time of determination.

(iii) PARTICIPANT'S ELECTION OF A FORM OF BENEFIT. If
termination of employment occurs, the Participant
shall receive his Radian Source

<PAGE> 5

Accounts in a form of benefit elected by him. The
Participant's election shall occur within 60 days
after the forms of benefit first become available to
him. Written notice shall be made on a form provided
by the Committee. The election once made shall be
irrevocable. The forms of benefit are:

(A) OPTION A. The Participant may elect to
continue his Radian Source Accounts until
age 70 1/2 or until age 55, at which time he
may elect Option B, Option C or Option D.

(B) OPTION B. The Participant may elect to
receive an annuity in accordance with
paragraph (a)(ii)(A) above to commence at
age 55; provided that if a Participant dies
before the first payment is made under a
deferred annuity, a death benefit will be
paid to the Beneficiary under the deferred
annuity in an amount equal to the net cost
to provide the annuity plus interest
compounded annually at a rate of at least
five percent (5%) per annum from the date
the annuity was purchased to the date of the
Participant's death.

(D) OPTION D. The Participant may elect
installment payments, in accordance with
paragraph (a)(ii)(B) above, to commence upon
separation from service.

If the value of the Participant's Radian Source
Accounts exceeds (or at the time of any prior
distribution exceeded) $3,500 for Plan Years
commencing prior to January 1, 1998, or $5,000 for
Plan Years commencing on or after January 1, 1998,
and the Accounts are immediately distributable, the
Participant and the Participant's spouse (or where
either the Participant or the spouse has died, the
survivor), must consent to any distributions of such
Radian Source Accounts. Consent is not valid unless
the Administrator notifies the Participant and the
Participant's spouse of the right to defer any
distribution until the Participant's Radian Source
Accounts are no longer immediately distributable. The
notice shall acknowledge the right, if any, to defer
distributions and must describe the investment
features. One-sum cash payments shall be made during
the Plan Year in which the event which gives rise to
the distribution occurs or as soon thereafter as is
reasonably practical.

<PAGE> 6

(i) PRERETIREMENT DEATH OF A PARTICIPANT. If the
Participant dies before distribution of his interest
in the Radian Source Accounts begins, the Account
shall be paid to the Participant's surviving spouse.
The spouse may elect whether to receive the
Participant's account balance in the form of one of
the single life annuities provided in paragraph
(a)(ii)(A) above, annuity, installments in accordance
with paragraph (a)(ii)(B) above, or a one-sum cash
payment.

If there is no surviving spouse, or if the surviving
spouse has already consented to distribution to
another Beneficiary in a manner which complies with
the terms of this Plan, the Radian Source Accounts
shall be paid to the Participant's designated
Beneficiary. Unless otherwise elected by the
Participant, any portion of the Participant's
interest payable to a designated Beneficiary other
than the Participant's surviving spouse shall be paid
in the form of one of the single life annuities
provided in paragraph (a)(ii)(A) above, annuity,
installments in accordance with paragraph (a)(ii)(B)
above, or a one-sum cash payment.

Distribution of Participant's entire interest in the
Radian Source Accounts shall be completed by December
31 of the calendar year containing the fifth
anniversary of the Participant's death except to the
extent that an election is made to receive
distributions in accordance with (A) or (B) below:

(A) If any portion of the Participant's interest
in payable to a designated Beneficiary,
distributions may be made over the life or
over a period certain not greater than the
life expectancy of the designated
Beneficiary commencing on or before December
31 of the calendar year immediately
following the calendar year in which the
Participant died.

(B) If the designated Beneficiary is the
Participant's surviving spouse, the date
distributions are required to begin in
accordance with (A) above shall not be
earlier than the later of (1) December 31 of
the calendar year immediately following the
calendar year in which the Participant died
and

<PAGE> 7

(2) December 31 of the calendar year in
which the Participant would have attained
age 70 1/2.

If the Participant has not made an election pursuant
to this paragraph by the time of his death, the
Participant's designated Beneficiary must elect the
method of distribution no later than the earlier of
(1) December 31 of the calendar year in which
distributions would be required to begin under this
Paragraph, or (2) December 31 of the calendar year
which contains the fifth anniversary of the date of
death of the Participant. If the Participant has no
designated beneficiary, or if the designated
Beneficiary does not elect a method of distribution,
distribution of the Participant's entire interest
must be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant's
death.

For purposes of this Paragraph, if the surviving
spouse dies after the Participant, but before
payments to such spouse begin, the provisions of this
Paragraph with the exception of paragraph (B)
therein, shall be applied as if the surviving spouse
were the Participant.

For the purposes of this Paragraph, distribution of a
Participant's interest is considered to begin on the
Participant's required beginning date (or, if the
spouse dies after the Participant, the date
distribution is required to begin to the surviving
spouse). If distribution in the form of an annuity
irrevocably commences to the Participant before the
required beginning date, the date distribution is
considered to begin is the date distribution actually
commences.

(ii) POST-RETIREMENT DEATH OF A PARTICIPANT. If the
Participant dies after distribution of his interest
in the Radian Source Accounts has begun, the
remaining portion of such interest shall continue to
be distributed at least as rapidly as under the
method of distribution begin used prior to the
Participant's death. In the case of an installment
payment option, installment payments remaining at the
Participant's death shall be distributed to the
Participant's designated Beneficiary as a one-sum
cash payment.

<PAGE> 8

3. Effective October 1, 1998, Section 9.03(a) of the Plan is amended by
adding the following subparagraph thereto:

"The Plan Administrator shall maintain separate sub-accounts for any
accounts transferred from the Continental Circuits Corp. 401(k)
Retirement Plan to this Plan for the benefit of Radian Participants (as
defined in Section 8A.01), for purposes of continuing to provide the
benefits, rights and features which were provided under the Radian Plan
and which are protected benefits under Section 411(d)(6) of the
Internal Revenue Code of 1986 and the regulations thereunder. The
following sub-accounts shall be maintained: Deferred Salary Account
(referred to as `Prior Plan Employee Frozen Account'); Participant
Voluntary Account (referred to as `After Tax Frozen Account'); and
Discretionary Company Contributions and Company Matching (referred to
as `Prior Plan Employer Frozen Account'). Such sub-accounts are
sometimes referred to in this Plan collectively as the `Radian Source
Accounts.' "

<PAGE> 1
Exhibit 10.63
AMENDMENT TO LEASE

The Lease by and between Equity Property Associates I (Landlord) and HADCO
Corporation (Tenant) dated March 1, 1992, as amended May 1, 1995 and April 1,
1996 for the Lease area in 10 Manor Parkway, Salem, NH is hereby amended as
follows:

Amendment No. 1 -- Article I, Section 1.4, Tenant's Floor Space.

Confirming that the entire 60,000 square feet is currently
leased by Tenant including the remaining 6,303 square feet of
space, described in the Amendment to Lease dated April 1,
1996.

Amendment No. 2 -- Article I, Section 1.5 Term, replace with the
following;

1.5 Term: Seven (7) years

1.5.l Scheduled Term Commencement Date: June l, 1998

Amendment No. 3 -- Article I, Section 1.6 Annual Fixed Rent, replace
with the following;

1.6 Annual Fixed Rent: $431,290.00

Included Operating Expense Share: $48,490.00

Included Tax Expense Share: $85,800.00

1.6.1 Expense Share Adjustments: The initial Annual Fixed Rent
for the Term is based, in part, on the Operating Expense Share
and Tax Expense Share. In the event that either the actual
Operating Expense Share or actual Tax Expense Share is less
than the amounts paid in any year during the term of the Lease
(e.g., if real estate taxes applicable to the property
decrease below the Tax Expense Share paid), then the
difference will be abated to Tenant for that year and the
Operating Expense Share or the Tax Expense Share, as the case
may be, will be reduced for the next year. The amount of any
reduction due Tenant shall be determined at the end of each
semi-annual or annual adjustment period, and Landlord shall
promptly thereafter either: (i) refund the excess Annual Fixed
Rent paid by Tenant for the immediately preceding adjustment
period, or (ii) credit to Tenant the excess already paid and
apply it to the next installment of Annual Fixed Rent due from
Tenant.

1.6.2 Annual Base Rent Adjustment: At the end of year five
(5), effective June 1, 2003, the Annual Base Rental (Annual
Fixed Rent less Included Operating Expense Share and Tax
Expense Share) of $297,000.00 will be adjusted by the increase
in the Consumer Price Index (CPIU), For All Urban Consumers,
Boston-

<PAGE> 2

Lawrence-Salem, MA - NH. The denominator for the calculation
will be the Index figure for May, 1998 and the numerator will
be the Index figure for May, 2003). The fraction resulting
therefrom will be multiplied by the existing Annual Base
Rental to determine the new Annual Base Rental. In no event
will the rental amount decrease from the existing Annual Base
Rental amount.

Amendment No. 4-- Article V, Tenant's Covenants, Article 5.1 Utilities
Payment.

Delete the first word "Landlord" in the paragraph and insert
the word "Tenant"

Amendment No. 5 -- Exhibit D, Renewal Option

A new Exhibit D, Renewal Option is attached hereto and any
prior Renewal Options are hereby deleted.

This Amendment is subject to the receipt of $850,000.00 from the Landlord which
represents reimbursement for Tenant finish work done at 12A Manor Parkway,
Salem, NH. Receipt of which will be done in writing and attached hereto.

All other provisions of the Lease are hereby ratified and confirmed.

In Witness Whereof, the parties have executed this Amendment To Lease this 29th
day of May, 1998.

WITNESS: LANDLORD: Equity Property Associates I

/s/ Marie Doherty /s/ John W. Merchant
- ------------------------------ --------------------------------------

WITNESS: TENANT: HADCO Corporation

/s/ Marie Doherty /s/ Patricia Randall
- ------------------------------ --------------------------------------

<PAGE> 3

Lease by and Between
Equity Property Associates I (Landlord)
And
HADCO Corporation (Tenant)

Exhibit D-Renewal Option

Reference a Lease by and between Equity Property Associates I (Landlord) and
HADCO Corporation (Tenant) dated May 1, 1995 and April 1, 1996 for the Lease
area in 10 Manor Parkway, Salem, NH.

At the end of the amended term ( May 31, 2005) the Tenant may elect to extend
the Lease for an additional three (3) years. The existing Annual Base Rental
(Annual Fixed Rent less the Included Operating Expense Share and Tax Expense
Share) will be adjusted by the increase in the Consumer Price Index (CPI-U), For
All Urban Consumers, Boston-Lawrence-Salem, MA-NH. The denominator for the
calculation will be the Index figure for May, 2003 and the numerator will be the
Index figure for May, 2005. The fraction resulting therefrom will be multiplied
by the existing Annual Base Rental to determine the new Annual Base Rental.
In no event will the new Annual Base Rental be less than the existing Annual
Base Rental amount.

At the end of the first option period (May 31, 2008) the Tenant may elect to
extend the Lease for an additional three (3) years. The existing Annual Base
Rental will be adjusted by the increase in the Consumer Price Index (CPI-U), For
All Urban Consumers, Boston-Lawrence-Salem, MA-NH. The denominator for the
calculation will be the Index figure for May, 2005 and the numerator will be the
Index figure for May, 2008. The fraction resulting therefrom will be multiplied
by the existing Annual Base Rental to determine the new Annual Base Rental. In
no event will the new Annual Base Rental be less than the existing Annual Base
Rental amount.

Tenant must give Landlord 60 days notice, in writing, of its intent to exercise
an option and not then be in default of any portion of the Lease.

<PAGE> 1
Exhibit 10.64

AMENDMENT TO LEASE

The Lease by and between Equity Property Associates I (Landlord) and HADCO
Corporation (Tenant) dated November 1, 1995, as amended May 1, 1995 for the
Lease area in 12A Manor Parkway, Salem, NH, is hereby amended as follows:

Amendment No. 1 -- Article I, Section 1.5 Term, insert the following;

1.5 Term: Ten (10) years

1.5.1 Scheduled Term Commencement Date: June 1, 1998

Amendment No. 2 -- Article I, Section 1.6 Annual Fixed Rent, insert the
following;

1.6 Annual Fixed Rent: $328,405.00

Included Operating Expense Share: $27,865.00

Included Tax Expense Share: $44,640.00

1.6.2 Annual Base Rent Adjustment: At the end of year five
(5), effective June 1, 2003, the Annual Base Rental (Annual
Fixed Rent less the Included Operating Expense Share and Tax
Expense Share) of $255,900.00 will be adjusted by the rise in
the Consumer Price Index (CP-IU), For All Urban Consumers,
Boston-Lawrence-Salem, MA-NH. The denominator for the
calculation will be the Index figure for May, 1998 and the
numerator will be the Index figure for May, 2003. The fraction
resulting therefrom will be multiplied by the existing Annual
Base Rental to determine the New Annual Base Rental. In no
event will the rental amount decrease from the existing Annual
Base Rental amount.

<PAGE> 2

-2-

Amendment No. 3 -- Exhibit C (Original Lease)

Delete this Exhibit C in its entirety.

All other provisions of the Lease are hereby ratified and confirmed.

In Witness Whereof, the parties have executed this Amendment To Lease this 29th
day of May, 1998.

WITNESS: LANDLORD: Equity Property Associates I

/s/ Marie Doherty /s/ John W. Merchant
- ------------------------------ ---------------------------------------

WITNESS: TENANT: HADCO Corporation

/s/ Marie Doherty /s/ Patricia Randall
- ------------------------------ ---------------------------------------

<PAGE> 1
Exhibit 10.65

AMENDMENT NO. 2 TO LEASE

THIS AMENDMENT NO. 2 TO LEASE ("AMENDMENT NO. 2") is made as of October 29,
1998 between MANOR PARKWAY LLC, a Minnesota limited liability company
("LANDLORD") and HADCO CORPORATION, a Massachusetts corporation ("TENANT").

RECITALS:

A. Tenant occupies those certain premises (the "PREMISES") which consist of
approximately 30,000 rentable square feet of space in the building located at
12A Manor Parkway, Salem, New Hampshire under that certain Lease dated November
1, 1995 (the "ORIGINAL LEASE") between Equity Property Associates I, a New
Hampshire limited partnership ("PRIOR LANDLORD"). The Original Lease has been
amended by that certain Amendment to Lease dated May 29, 1998 ("AMENDMENT NO.
1") between Prior Landlord and Tenant. The Original Lease, as amended by
Amendment No. 1, is the "PRIOR LEASE."

B. Landlord has succeeded to all right, title and interest of Prior
Landlord, in, to and under the Prior Lease.

C. Tenant desires to expand the parking lot serving the Building and build
an expansion into the Building containing approximately 1,500 square feet of
space, all according to the terms of this Amendment No. 2.

NOW THEREFORE, the parties agree as follows:

1. INTERPRETATION. The Prior Lease is hereby modified and supplemented by
this Amendment No. 2, and remains in full force and effect as modified and
supplemented by this Amendment No. 2. In the event of a conflict between the
Prior Lease and this Amendment No. 2, the provisions of this Amendment No. 2
shall control. All capitalized terms not otherwise defined in this Amendment No.
2 shall have the meanings specified in the Prior Lease. The Prior Lease, as
amended by this Amendment No. 2, is the "Lease." Landlord and Tenant hereby
acknowledge and agree that, notwithstanding the reference in Amendment No. 1 to
a prior Amendment to Lease dated May 1, 1995, no such amendment exists and the
Prior Lease consists exclusively of the Original Lease as amended by Amendment
No. 1.

2. PLANS. Prior to commencing any work at the Building or in the
Premises, Tenant shall provide to Landlord, for Landlord's approval in its sole
discretion, architectural plans and specifications of the parking lot and
Building expansions that Tenant proposes. The plans and specifications, if any,
which Landlord approves in a written notice delivered to Tenant shall be the
"APPROVED PLANS"; Landlord shall be entitled to withhold its approval of any or
all such plans proposed by Tenant in Landlord's sole discretion. The work to be
performed in accordance with the Approved Plans shall be the "WORK". Landlord
hereby disclaims, and Landlord's approval of the Approved Plans shall in no way
be deemed to be either: (i) an acceptance or approval of any element in the
Approved Plans which is in violation of any applicable laws,

<PAGE> 2

-2-

ordinances, regulations, permits or other governmental requirements or of
any private restrictions affecting the Building; or (ii) an assurance that any
work done pursuant to the Approved Plans will comply with any applicable laws or
private restrictions or satisfy Tenant's objectives and needs. Tenant shall not
make any material changes in the Approved Plans or the Work without obtaining
Landlord's prior written consent.

3. APPROVALS AND PERMITS. Tenant shall be solely responsible for obtaining
all approvals and permits necessary for the performance of the Work, including
but not limited to, the approval of the Town of Salem Planning Board, and Tenant
shall provide copies of all such approvals and permits to Landlord's property
manager prior to commencing any of the Work.

4. PERFORMANCE OF WORK. Tenant and its contractors shall construct the Work
strictly in compliance with: (i) the Approved Plans; (ii) all necessary
approvals and permits; (iii) all applicable governmental laws, codes,
ordinances, rules, and regulations; (iv) all applicable private covenants and
restrictions affecting the Building; and (v) all reasonable rules and
regulations which Landlord may promulgate, from time to time. The Work shall be
performed only by contractors and subcontractors approved in writing by
Landlord. Tenant and Tenant's contractors shall make all efforts and take all
steps reasonably appropriate to assure that their construction activities do not
unreasonably interfere with the operation of the Building and the buildings at
10 Manor Parkway or 12B Manor Parkway (collectively, the "BUILDINGS") or the
ability of other occupants of the Buildings to conduct business in a routine
manner. Tenant shall require all contractors and subcontractors to contact
Landlord's property manager and schedule time periods during which they may use
Building facilities in connection with the Work. The Work shall be substantially
completed by December 31, 1998 (the "COMPLETION DATE"). Tenant shall notify
Landlord' property manager when Work has been substantially completed, and shall
thereafter permit Landlord's property manager to inspect the Work. In the event
Landlord determines that any items of the Work have not been fully or
satisfactorily completed, Landlord may submit to Tenant a "punchlist" of such
items, and Tenant shall cause all such punchlist items to be completed within
thirty days after receiving the punchlist. In the event the Work has been
commenced but is not completed on or before the Completion Date, or Tenant fails
to timely complete any punchlist item, Landlord shall be entitled, but not
obligated, to perform such uncompleted Work or punchlist item, provided that
Tenant shall remain solely liable for the entire cost of such work performed by
Landlord. In addition to the terms of this Amendment No. 2, Tenant shall perform
the work in accordance with the terms of Article III of the Original Lease
governing alterations, provided that Tenant shall not be required to remove the
Work at the end of the Term.

5. ASSIGNMENT OF PLANS, CONSTRUCTION CONTRACTS, AND WARRANTIES. As security
for its obligation to complete the Work, Tenant hereby assigns to Landlord all
of its rights in the Approved Plans and under all construction contracts. In the
event Landlord elects to perform any work pursuant to the preceding sentence,
Landlord shall be entitled, but not obligated, to use the Approved Plans and/or
to enforce the terms of Tenant's construction contract or contracts against the
contractor or contractors. In addition, Tenant hereby assigns to Landlord, to
the extent assignable, all warranties and guarantees related to the performance
of the Work and the materials incorporated into the Work. To the extent such
warranties or guarantees are not

<PAGE> 3
-3-

assignable to or enforceable by Landlord, Tenant shall enforce such warranties
or guarantees at Landlord's request for the benefit of Landlord.

6. INSURANCE. While the Work (or any improvement or alteration by Tenant)
is being performed, Tenant shall procure and maintain and/or require its
contractors and subcontractors to procure and maintain:

a. builder's risk insurance written on a completed value basis in
an amount equal to the full replacement cost of the Work (or
such other improvement or alteration) at the date of
completion, with coverage on the so-called non-reporting "all
risk" form of policy, including coverage against collapse and
water damage, a replacement cost endorsement, stipulated
value/agreed amount endorsement, collapse and earthquake
coverage, demolition and increased costs of construction
coverage, in-transit coverage and vandalism and malicious
mischief coverage, such insurance to be in such amounts
approved by Landlord;

b. comprehensive general liability insurance (including premises
and operations, contractor's protective, contractual, and
completed operations coverage) with the exclusion for
explosion, collapse and underground property removed, in
amounts and coverage of at least $2,000,000 bodily
injury/$2,000,000 property damage and with $5,000,000 excess
liability umbrella coverage; and

c. worker's compensation coverage in the amounts required by
applicable federal, state or local law.

All insurance policies described above shall be written by companies having a
current Best's Insurance Guide rating of at least A-IX, shall be authorized to
do business in New Hampshire, and shall otherwise be approved by Landlord. The
builder's risk insurance policy required by this Section 6 shall: (i) provide
that any losses payable thereunder shall be payable to Landlord; (ii) include
effective waivers by the insurer of all claims for insurance premiums against
Landlord; (iii) provide that any losses shall be payable notwithstanding (a) any
act of negligence by Landlord or Tenant, (b) any waiver of subrogation rights by
the insured, or (c) any change in the title to or ownership of any of the
Premises, and (iv) be written in amounts sufficient to prevent Landlord from
becoming a coinsurer under said policy.

7. COST AND RISK OF TENANT. Landlord has agreed to enter into this
Amendment No. 2 and to permit Tenant to perform the Work pursuant to this
Amendment No. 2 on the condition that Tenant will be solely responsible for all
costs and risks of every nature related to the work which Tenant proposes to
perform, with the same effect as if Tenant had never proposed or performed any
such work. Accordingly, Tenant shall be solely responsible for all costs
associated with Tenant's proposed expansions of the parking lot and the
Building, the preparation of all plans and specifications, and the performance
of the Work, including, but not limited to, all costs of the following: (i)
obtaining all approvals and permits; (ii) designing the Work and preparing all
plans; (iii) labor and materials; (iv) additional electrical usage and other
utilities and services attributable to the construction of the Work; (v)
improvements in or

<PAGE> 4
-4-

modifications to any utility services or any Building heating, ventilation, air
conditioning, plumbing, electrical, mechanical or other systems required in
connection with the performance of the Work; (vi) signage required in connection
with the Work; (vii) and insurance. In addition to the foregoing, and regardless
of whether Landlord approves any plans and regardless of whether the Work is
performed, Tenant shall reimburse Landlord, within thirty days after demand, for
all costs Landlord reasonably incurs with respect to Tenant's proposed
expansions of the parking lot and the Building, the review of plans and
specifications, and the performance of the Work, including, but not limited to,
all costs of the following: (a) attorney fees, including but not limited to fees
for drafting and negotiating this Amendment No. 2, obtaining the approval of
Landlord's mortgagee, reviewing the status of approvals and permits, monitoring
the Work, and enforcing any of Landlord's rights in connection with the Work;
(b) architects' and other consultants' fees; (c) governmental fees and charges
of any sort; and (d) fees and charges imposed by Landlord's mortgagee. Landlord
shall have no obligation whatsoever to pay Tenant, provide any allowance, rebate
any rent, or furnish any other economic benefit to Tenant in connection with the
Work.

8. DEFENSE AND INDEMNITY. Tenant shall defend Landlord from, and indemnify
Landlord against, any and all loss, cost and expense, including attorney fees,
based on or arising out of any claims, demands, damages, liens, lawsuits, or
proceedings of any nature whatsoever related in any manner to Tenant's proposed
expansions of the parking lot and the Building, the preparation of any plans or
specifications, or the performance of any work at the Building by or on behalf
of Tenant.

9. PREMISES. Upon substantial completion, all of the Work shall become the
property of Landlord, the addition to the Building shall become part of the
Premises, and Tenant shall have the rentable square feet of the new area
measured and determined by an architect satisfactory to Landlord.

10. RENT. Annual Fixed Rent shall not increase as a result of the
performance of the Work or the increase in the area of the Premises, but Tenant
shall pay the full amount of all increases in Operating Expenses and Tax
Expenses which result from the performance of the Work and/or the increase in
the area of the Premises.

11. MORTGAGEE CONTINGENCY. This Amendment No. 2 shall be entirely
contingent upon the written approval of Landlord's mortgagee, and Tenant shall
have no right to commence any Work until it has received written confirmation
from Landlord of such approval.

12. DEFAULT. All amounts owed by Tenant to Landlord under this Amendment
No. 2 shall constitute rent payable with respect to the Premises, and any breach
of any provision of this Amendment No. 2 shall be a breach of the Lease entitled
to pursue all rights and remedies available to Landlord under Article VII of the
Original Lease or otherwise available at law or in equity.

<PAGE> 5

THIS AMENDMENT No. 2 is executed as of the date recited above.

MANOR PARKWAY LLC, a Minnesota limited
liability company

By: ERP Manor Parkway LLC, a Minnesota
limited liability company, its
Chief Manager

By: /s/ Brint Davis
----------------------------------
Its: Senior Vice President/Manager
----------------------------------

HADCO CORPORATION, a Massachusetts
corporation

By: /s/ Patricia Randall
--------------------------------------
Its: Vice President
--------------------------------------

<PAGE> 1
Exhibit 10.66

AMENDMENT TO LEASE

The Lease by and between Equity Property Associates I (Landlord) and HADCO
Corporation (Tenant) dated November 1, 1995 for the Lease area in 12B Manor
Parkway, Salem, NH, is hereby amended as follows:

Amendment No. 1 -- Article I, Section 1.4, Tenant Floor Space, replace
with the following;

1.4 Tenant's Floor Space: 6,457 sq. ft.

Amendment No. 2 -- Article I, Section 1.5 Term, replace with the
following,

1.5 Term: Five (5) years

1.5.1 Scheduled Term Commencement Date: June 1, 1998

Amendment No. 3 -- Article I, Section 1.6 Annual Fixed Rent, replace
with the following;

1.6 Annual Fixed Rent: $51,223.00

Included Operating Expense Share: $6,477.00

Included Tax Expense Share: $9,556.00

1.6.1 Expense Share Adjustments: The initial Annual Fixed Rent
for the Term is based, in part, on the Operating Expense Share
and Tax Expense Share. In the event that either the actual
Operating Expense Share or actual Tax Expense Share is less
than the amounts paid in any year during the term of the Lease
(e.g., if real estate taxes applicable to the property
decrease below the Tax Expense Share paid), then the
difference will be abated to Tenant for that year and the
Operating Expense Share or the Tax Expense Share, as the case
may be, will be reduced for the next year. The amount of any
reduction due Tenant shall be determined at the end of each
semiannual or annual adjustment period, and the Landlord shall
promptly thereafter either: (i) refund the excess Annual Fixed
Rent paid by Tenant for the immediately preceding adjustment
period, or (ii) credit to Tenant the excess already paid and
apply it to the next installment of Annual Fixed Rent due from
Tenant.

Amendment No. 4 -- Exhibit D, Renewal Option

A new Exhibit D, Renewal Option is attached hereto and any prior Renewal Options
are hereby deleted.

<PAGE> 2
-2-

All other provisions of the Lease are hereby ratified and confirmed.

In Witness Whereof, the parties have executed this Amendment To Lease this 29th
day of May, 1998.

WITNESS: LANDLORD: Equity Property Associates I

/s/ Marie Doherty /s/ John W. Merchant
- ----------------------- --------------------------------------

WITNESS: TENANT: HADCO Corporation

/s/ Marie Doherty /s/ Patricia Randall
- ----------------------- --------------------------------------

<PAGE> 3

-3-

Lease by and Between
Equity Property Associates I (Landlord)
And
HADCO Corporation (Tenant)

Exhibit D-Renewal Option

Reference a Lease by and between Equity Property Associates I (Landlord) and
HADCO Corporation (Tenant) dated November 1, 1995 for the Lease area in 12B
Manor Parkway, Salem, NH.

At the end of the amended term (May 1, 2003) the Tenant may elect to extend the
Lease for an additional two (2) years. The existing Annual Base Rental (Annual
Fixed Rent less the Included Operating Expense Share and Tax Expense Share) of
$35,190.00 will be adjusted by the increase in the Consumer Price Index (CPIU),
For All Urban Consumers, Boston-Lawrence-Salem, MANH. The denominator for the
calculation will be the Index figure for May, 1998 and the numerator will be the
Index figure for May, 2003. The fraction resulting therefrom will be multiplied
by the existing Annual Base Rental to determine the new Annual Base Rental. In
no event will the new Annual Base Rental be less than the existing Annual Base
Rental amount.

At the end of the first option period (May 31, 2005) the Tenant may elect to
extend the Lease for an additional three (3) years. The existing Annual Base
Rental will be adjusted by the increase in the Consumer Price Index (CPIU), For
All Urban Consumers, Boston-Lawrence-Salem, MANH. The denominator for the
calculation will be the Index figure for May, 2003 and the numerator will be the
Index figure for CPI as of May, 2005. The fraction resulting therefrom will be
multiplied by the existing Annual Base Rental to determine the new Annual Base
Rental. In no event will the new Annual Base Rental be less than the existing
Annual Base Rental amount.

Tenant must give Landlord 60 days notice, in writing, of its intent to exercise
an option and not then be in default of any portion of the Lease.

<PAGE> 1
Exhibit 10.67

HADCO CORPORATION
EXECUTIVE INCENTIVE COMPENSATION DEFERRED BONUS PLAN
AS AMENDED AND RESTATED JULY 1, 1998

This Executive Incentive Compensation Deferred Bonus Plan (the "Plan")
is established by HADCO Corporation to provide incentive to key executives who
contribute to the profits of the corporation by their ability, industry, loyalty
or exceptional service, through making them participants in its success.

SECTION 1: ELIGIBILITY TO PARTICIPATE. Participants in this Plan shall
be active employees of HADCO Corporation (the "Corporation") or its subsidiaries
or affiliates who are employed in an executive or managerial capacity and who
are designated to receive incentive compensation awards under the Corporation's
executive incentive compensation program, as determined by the Compensation
Committee of the Board of Directors of the Corporation (the "Committee").

SECTION 2: DETERMINATION AND PARTIAL DEFERRAL OF INCENTIVE
COMPENSATION. The Committee shall determine for each fiscal year of the
Corporation the amount of incentive compensation to be awarded to each of the
Corporation's designated key executives, in accordance with criteria established
by the Committee and approved by the Board of Directors as part of the
Corporation's executive incentive compensation program.

Payment of sixty percent (60%) of the amount of incentive compensation
awarded to each designated key executive for each year shall be made in a lump
sum in cash (subject to applicable tax withholdings and deductions) as soon as
practicable after the date the award is declared. Payment of the remaining forty
percent (40%) of such incentive compensation award (referred to herein as the
"deferred bonus amount") shall be made (a) in the case of awards made through
calendar year 1997, in cash (subject to applicable tax withholdings and
deductions) in three equal installments over a period of three years commencing
on the one year anniversary date of the award, subject to and in accordance with
the provisions of this Plan, and (b) in the case of awards made in calendar year
1998 or thereafter, in shares of restricted stock (as further described in
Section 6 hereof) of the Corporation valued at the then fair market value of the
Corporation's common stock, as soon as practicable after the date the award is
declared.

SECTION 3: NOTIFICATION AND DESIGNATION OF BENEFICIARIES. Each
designated key executive who is awarded incentive compensation under HADCO
Corporation's executive incentive compensation program for any year shall be
notified by the Corporation of such award and of his participation in this Plan
for such year. Each participant shall file with the Corporation a written
designation of beneficiary or beneficiaries to receive any amounts payable with
respect to the participant in the event of his death, which designation may be
changed from time to time by the filing of a written designation naming a new
beneficiary or beneficiaries. If a participant dies without designating a
beneficiary, or if the designated beneficiary is not then in existence, any
amounts payable with respect to the participant shall be paid to the
participant's estate.

SECTION 4: ACCOUNTS FOR DEFERRED BONUSES TO BE PAID IN CASH.

4.1 For all deferred bonuses which are to be paid to the
participant in cash, as provided in Section 2 hereof, the Corporation shall
maintain an account (the "Cash Account") for each participant in this Plan,
which shall be credited with the participant's cash deferred bonus amount and
the amount of any deemed interest pursuant to subsection 4.2 and debited for any
distributions to the participant pursuant to Section 5. No money shall actually
be allocated to any account, as such accounts shall be of a memorandum nature
maintained by the Corporation for accounting purposes and shall not be
representative of any identifiable assets.

4.2 The undistributed portion of each Cash Account shall be deemed
to earn interest in arrears annually at in interest rate one point above the
prime rate as published in the WALL STREET JOURNAL for the last business day of
the previous fiscal year. Interest shall be determined from the last day of the
fiscal year for which the incentive compensation award was made to the close of
the next fiscal year of the Corporation or, if earlier, to the close of the
fiscal year immediately preceding

<PAGE> 2

the date of distribution of all or part of a participant's Cash Account (except
as provided in subsection 5.3 in the event of a distribution on account of
involuntary termination of employment or retirement or in the event of
distribution in connection with a Change of Control as provided in subsection
5.4 hereof). Interest shall be credited to each participant's Cash Account
annually.

4.3 The Corporation shall furnish to each participant a statement
of amounts credited to or debited from his Cash Account during each fiscal year,
within ninety (90) days after the end of the calendar year in which such fiscal
year ends.

SECTION 5: DISTRIBUTIONS FROM CASH ACCOUNTS.

5.1 Each installment of a cash deferred bonus amount to be paid to
a participant shall be made on or about the anniversary date of the original
declaration of the award, commencing on the first such anniversary; provided,
however, that the participant remains employed by the Corporation or any
subsidiary or affiliate as of the date payment is due. Each installment payment
shall include interest on that portion of the bonus to be then distributed,
calculated in accordance with subsection 4.2.

5.2 If a participant voluntarily terminates his employment with
the Corporation without the prior consent of the chief executive officer of the
Corporation, other than by reason of his retirement at or after the normal
retirement date as described in the HADCO Corporation Retirement Plan or if a
participant's employment is terminated by the Corporation for cause as defined
herein, he shall forfeit any remaining unpaid installments of his deferred bonus
amount and all deemed interest, if any, credited to his account. If the
participant is the chief executive officer of the Corporation, such forfeiture
shall occur if he voluntarily terminates his employment with the Corporation
without the prior consent of the Board of Directors of the Corporation, other
than by reason of his retirement at or after the normal retirement date as
described in the HADCO Corporation Retirement Plan. For purposes of this Plan,
employment shall not be deemed terminated if the participant remains employed by
the Corporation or any subsidiary or affiliate thereof. For purposes of this
Agreement, the Company shall have "cause" to terminate the Executive in the
event of: (a) the willful and continued failure by the Executive to
substantially perform his/her duties, after demand for substantial performance
is delivered by the Company to the Executive identifying with specificity the
grounds for the Company's' belief that the Executive has not substantially
performed his/her duties; (b) the permanent physical or mental incapacity of the
Executive; (c) the commission by the Executive of any act of fraud or
embezzlement relating to the property of the Company and/or the services to be
provided by the Executive; or (d) the Executive's unauthorized disclosure of
proprietary confidential information of the Company or the Executive's engaging
in competition with the Company.

5.3 If a participant is involuntarily terminated from employment
without cause, including by reason of his death or disability or if termination
of employment of a participant is due to retirement at or after the normal
retirement date as described in the HADCO Corporation Retirement Plan, the
balance of the participant's cash deferred bonus amount plus interest determined
to the date of such involuntary termination or retirement, as the case may be,
shall be paid to the participant or his designated beneficiary or beneficiaries
as soon as practicable after the event giving rise to the termination. For
purposes hereof, the definition of "disability" as set forth in the HADCO
Corporation Retirement Plan shall apply.

5.4 Upon any sale of all or substantially all of the assets of the
Corporation, or upon a merger, consolidation or tender offer in respect of which
the stockholders holding all of the Corporation's outstanding voting securities
immediately prior to the consummation thereof hold less than 50% of all of the
Corporation's outstanding voting securities immediately after such consummation
(each of the foregoing sale, merger, consolidation or tender offer hereinafter
called an "Acquisition"), then the date upon which the full balance of the
participant's cash deferred bonus amount under this Plan will be fully vested
and due and payable shall be automatically accelerated to occur immediately
prior to the consummation of such Acquisition.

SECTION 6: RESTRICTED STOCK

6.1 To the extent that the deferred bonus amount is to be paid to
a participant in restricted stock ("Restricted Stock"), as provided in Section 2
hereof, the number of shares of stock to be awarded to the participant shall be
determined by dividing the dollar equivalent of the deferred bonus amount by the
fair market value of the Corporation's common stock

<PAGE> 3

on the day the incentive compensation award is declared. For purposes of this
Plan, fair market value shall mean the following: (a) if the Corporation's
common stock is actively traded in an established over-the-counter market, the
mean between the bid and ask prices quoted in such over-the-counter market at
the close on the trading day nearest preceding the date of the award; (b) if
such common stock is listed on any national exchange, or traded in the NASDAQ
National Market, the mean between the high and low sale prices quoted on such
exchange or market on the trading day nearest preceding the date of the award;
and (c) if the stock is not then publicly traded, the value as determined from
time to time by the Board of Directors. If any fractional share of stock is
calculated to be due a participant, then the number of shares of Restricted
Stock shall be rounded up to the nearest whole share and the participant's
incentive compensation award shall be deemed adjusted accordingly.

6.2 All Restricted Stock to be issued to a participant under this
Plan shall be issued (i) under the Corporation's 1998 Stock Plan, if such a plan
is hereafter adopted by the Corporation's Board of Directors and approved by the
Corporation's stockholders, or (ii) if no such Plan is so adopted and approved,
then from available authorized but unissued shares or shares that were once
issued and subsequently reacquired by the Corporation. Notwithstanding the
provisions of this Section 6, the Corporation shall have no obligation to
deliver any certificate or certificates representing the Restricted Stock until
the Corporation has complied with all applicable laws and regulations, including
without limitation all regulations of any stock exchange upon which the
Corporation's outstanding common stock is then listed. The Corporation shall use
reasonable efforts to bring about compliance with the above condition within a
reasonable time. Any shares of Restricted Stock due to a participant under this
Plan in connection with an incentive compensation award made after the adoption
of a new stock plan by the Corporation's Board of Directors but prior to
approval of such new stock plan by the Corporation's stockholders shall be held
in escrow by the Corporation until stockholder approval of the new stock plan is
obtained, and if such approval is not obtained within six (6) months after the
issuance of such shares, then the shares will be automatically treated as having
been issued from the Corporation's available pool of authorized but unissued
shares (or shares that were once issued and subsequently reacquired by the
Corporation).

6.3 Each participant shall be issued a stock certificate
reflecting his ownership of the number of shares of common stock, $.05 par
value, of the Corporation awarded to him as his deferred bonus amount. Each such
stock certificate issued to a participant shall bear the following legends:

The shares represented by this certificate have not been
registered under the Securities Act of 1933. These shares have been
acquired for investment and not with a view to distribution or resale,
and may not be sold, mortgaged, pledged, hypothecated or otherwise
transferred without an effective registration statement of such shares
under the Securities Act of 1933, or an opinion of counsel for Hadco
Corporation that registration is not required under such Act.

The shares represented by this certificate are subject to
risks of forfeiture as described in the Corporation's Executive
Incentive Compensation Deferred Bonus Plan, as amended and restated
July 1, 1998.

6.4 Each participant agrees to sign an investment letter in such
form as may be reasonably requested by the Corporation at the time of each
incentive compensation award which results in the issuance of Restricted Stock
to the participant.

6.5 All shares of Restricted Stock issued under this Plan shall be
subject to forfeiture by the participant in the event of termination of his
employment with the Corporation within three years of the date of declaration of
the incentive compensation award of which the shares of Restricted Stock
constitute the deferred bonus amount. No shares of Restricted Stock issued under
this Plan may be sold, mortgaged, pledged, hypothecated or otherwise transferred
by a participant until on or after the three year anniversary of the date of
declaration of the incentive compensation award of which the shares of
Restricted Stock constitute the deferred bonus amount. Notwithstanding the
foregoing, the shares of Restricted Stock may be relieved of these risks of
forfeiture and restrictions on transfer described above pursuant to the
provisions of Sections 6.7, 6.8 or 7.4 hereof. Prior to such three year
anniversary and after issuance of a certificate representing the shares of
Restricted Stock, the participant shall have all rights as a stockholder except
as specifically set forth herein.

<PAGE> 4

6.6 If a participant voluntarily terminates his employment with
the Corporation other than by reason of his retirement at or after the normal
retirement date as described in the HADCO Corporation Retirement Plan or if a
participant's employment is terminated by the Corporation for cause as defined
herein, he shall forfeit any shares of Restricted Stock which have not been held
for at least three years after the date of declaration of the incentive
compensation award. If the participant is the chief executive officer of the
Corporation, such forfeiture shall occur if he voluntarily terminates his
employment with the Corporation other than by reason of his retirement at or
after the normal retirement date as described in the HADCO Corporation
Retirement Plan. For purposes of this Plan, employment shall not be deemed
terminated if the participant remains employed by the Corporation or any
subsidiary or affiliate thereof. For purposes of this Agreement, the Company
shall have "cause" to terminate the Executive in the event of: (a) the willful
and continued failure by the Executive to substantially perform his/her duties,
after demand for substantial performance is delivered by the Company to the
Executive identifying with specificity the grounds for the Company's' belief
that the Executive has not substantially performed his/her duties; (b) the
permanent physical or mental incapacity of the Executive; (c) the commission by
the Executive of any act of fraud or embezzlement relating to the property of
the Company and/or the services to be provided by the Executive; or (d) the
Executive's unauthorized disclosure of proprietary confidential information of
the Company or the Executive's engaging in competition with the Company.

6.7 If a participant is involuntarily terminated from employment
without cause, including by reason of his death or disability or if termination
of employment of a participant is due to retirement at or after the normal
retirement date as described in the HADCO Corporation Retirement Plan, the
shares of Restricted Stock held by the participant at the time of termination
shall be relieved of the restrictions contained in Section 6.5 hereof (but not
of any securities law restrictions which may apply to the shares or their
disposition). For purposes hereof, the definition of "disability" as set forth
in the HADCO Corporation Retirement Plan shall apply.

6.8 Upon any sale of all or substantially all of the assets of the
Corporation, or upon a merger, consolidation or tender offer in respect of which
the stockholders holding all of the Corporation's outstanding voting securities
immediately prior to the consummation thereof hold less than 50% of all of the
Corporation's outstanding voting securities immediately after such consummation
(each of the foregoing sale, merger, consolidation or tender offer hereinafter
called an "Acquisition"), then the date upon which the shares of Restricted
Stock shall be relieved of the restrictions contained in Section 6.5 shall be
automatically accelerated to occur immediately prior to the consummation of such
Acquisition.

6.9 Any shares of Restricted Stock which are forfeited by a
participant in connection with his termination of employment from the
Corporation within three years of the date of declaration of the incentive
compensation award of which the shares of Restricted Stock constitute the
deferred bonus amount shall (i) if issued under the 1998 Stock Plan and if such
Plan still exists, be restored to the pool of shares reserved for issuance under
such Plan, or (ii) if not issued under the 1998 Stock Plan, be restored to the
status of authorized but unissued shares of the Corporation's common stock.

6.10 If, for any reason, including without limitation restrictions
imposed by the securities laws or any stock exchange, the Corporation deems it
impractical or imprudent, in its sole judgment, to issue shares of Restricted
Stock to a participant, then the deferred bonus amount due the participant in
Restricted Stock shall be replaced by a cash deferred bonus amount with all of
the attributes of, and the same distribution schedule as, the cash deferred
bonus amount described elsewhere in this Plan.

SECTION 7: MISCELLANEOUS PROVISIONS RELATING TO PAYMENTS.

7.1 No participant shall have any option or right to choose the
amounts or dates of payment of distributions payable to him under this Plan.

7.2 All payments under this Plan shall be made from the general
assets of the Corporation and no assets shall be segregated or placed in trust
for the purpose of funding such payments. Participants under this plan shall
have the status of general unsecured creditors of the Corporation.

7.3 No participant or beneficiary shall have the right to
alienate, anticipate, pledge, encumber or assign any of the payments which he
may expect to receive, contingently or otherwise, under this Plan, and no
payments or rights of any

<PAGE> 5

participant or beneficiary shall be subject to attachment, garnishment or their
legal or equitable process available to any creditor.

7.4 The Corporation shall have the right to accelerate the payment
of any cash distribution payable under this Plan or to accelerate the lapse of
restrictions on the Restricted Stock distribution payable under this Plan.

7.5 The Corporation shall have the right to withhold from any
distribution under this Plan the amount of any federal, state or local
withholding taxes due with respect to such distribution, as well as the
employee's share of any payroll taxes relating thereto. Without limiting the
generality of the foregoing, the Corporation may condition the release of cash
deferred bonus amounts and the removal of legends from stock certificates
representing the Restricted Stock upon the participant's making arrangements
satisfactory to the Corporation for payment of withholding taxes due in
connection with the payment of the cash deferred bonus amount or the release of
restrictions from the Restricted Stock, as the case may be.

SECTION 8: ADMINISTRATION OF PLAN. All determinations, decisions and
directions made or given by the Board of Directors or the Committee under or
with respect to this Plan shall be final and conclusive. The determination of
the Board of Directors or the Committee on any question concerning or involving
the interpretation and administration of this Plan shall be final and
conclusive, and nothing in the Plan shall be deemed to give any officer or
employee of the Corporation, his legal representatives or assigns, any right to
participate in the Corporation's executive incentive compensation program or
this Plan except to the extent, if any, that the Committee may have determined
or approved. The Board of Directors, in passing on the matters which it is
required to approve, may in its discretion rely upon the recommendations made by
the Committee with respect thereto.

SECTION 9: AMENDMENT OR TERMINATION. The Board of Directors may, from
time to time, amend, suspend, or terminate, in whole or in part, any or all of
the provisions of the Plan; provided, however, that no amendment, suspension or
termination shall reduce the right of any participant to receive distributions
of amounts awarded to him prior to the effective date of such amendment,
suspension or termination. Notice of any amendment, suspension or termination of
the Plan shall be given to each participant who is affected thereby. This Plan
may also be terminated in the event of the bankruptcy, insolvency,
reorganization or winding up of the affairs of the Corporation.

SECTION 10: GENERAL.

10.1 This Plan shall be governed by and interpreted under the laws
of the Commonwealth of Massachusetts.

10.2 This Plan shall not be interpreted to constitute a contract of
employment and nothing herein shall give any participant or employee the right
to remain in the employ of the Corporation or its subsidiaries or affiliates, or
interfere with the Corporation's right to terminate his employment at any time.

10.3 The Committee shall have the authority to interpret this Plan
and to prescribe and rescind rules and regulations relating to it. The
interpretation and construction by the Committee of any provisions of this Plan
or of any right related to an incentive compensation award granted under this
Plan shall be final unless otherwise determined by the Board of Directors of the
Corporation. No member of the Board of Directors or of the Committee shall be
liable, in respect to this Plan, for any act, whether of commission or omission,
taken by any other member or by any officer, agent or employee of the
Corporation or its subsidiaries or affiliates nor, except in circumstances
involving his own bad faith, for anything done or omitted to be done by him.

10.4 It is intended that cash distributions under this Plan will be
taxable income to the participants in the calendar year in which they are made,
and the Restricted Stock distributions under this Plan will be taxable income to
the participant in the calendar in which the substantial risk of forfeiture with
respect to the stock lapses (or in such earlier calendar year during which the
participant files an effective election under section 83(b) of the Internal
Revenue Code). However, neither the Corporation, the Committee nor any employee,
officer or agent thereof guarantees that any particular federal, state or local
tax consequences will occur as a result of participation in this Plan and each
participant shall be responsible for the tax consequences to him of
participating in this Plan. Notwithstanding the preceding sentence, if the
Internal Revenue Service shall at any time interpret this Plan to be ineffective
with regard to the deferral of a participant's income, and that interpretation
becomes final and unappealable, then the Corporation shall distribute to the
participant from

<PAGE> 6

the unpaid portion of his cash deferred bonus amount an amount equal to such
income tax liability (but not more than the remaining unpaid portion of his cash
deferred bonus amount) or, in the case of a Restricted Stock deferred bonus
amount, the Corporation shall distribute to the participant, free of the
forfeiture provisions hereof (but not of any securities law restrictions which
may apply to the shares or their disposition), a portion of the Restricted Stock
equal in value to such income tax liability (but not more than the remaining
unpaid portion of his Restricted Stock deferred bonus amount). Any remaining
portion of the cash or Restricted Stock deferred bonus amount shall continue to
be subject to the remaining provisions of this Plan.

SECTION 11: EFFECTIVE DATE. This Plan shall be effective commencing
with incentive compensation awards made with respect to the Corporation's fiscal
year ending October 26, 1996 and shall continue for each fiscal year thereafter
until terminated as provided herein.

<PAGE> 7

IN WITNESS WHEREOF, this Plan was adopted by the Board of Directors of
HADCO Corporation the 17th day of May 1996, and has been amended and restated
this 1st day of July, 1998.

Attest: HADCO Corporation, a Massachusetts
corporation

By
- ------------------------------------- --------------------------------
James C. Hamilton, Clerk ITS DULY AUTHORIZED PRESIDENT

<PAGE> 1

Exhibit 10.68

AMENDMENT TO
OUTSIDE DIRECTORS' COMPENSATION PLAN OF 1998

This Amendment (the "Amendment") to the Hadco Corporation Outside
Directors' Compensation Plan of 1998 (the "Plan") is effective as of November
12, 1998. The Plan shall be amended as follows:

Section 4.1 of the Plan shall be changed to reduce the number of shares
authorized for issuance under the Plan from 24,000 shares to 12,000 shares of
Common Stock of Hadco Corporation.

Except as specifically amended hereby, each of the terms and conditions
of the Plan is hereby ratified and confirmed and shall remain in full force and
effect.

<PAGE> 1

Exhibit 10.69

AGREEMENT

AGREEMENT made as of this 12th day of November, 1998, by and between
Hadco Corporation, a Massachusetts corporation with a usual place of business in
Salem, New Hampshire (hereinafter the "Company"), and Andrew E. Lietz, of Rye,
New Hampshire (hereinafter the "Executive"). If the Hadco Corporation 1998 Stock
Plan (the "1998 Stock Plan") is approved by the stockholders of the Company on
or before June 12, 1999, this Agreement and the restricted stock granted
hereunder shall be pursuant to and subject to the terms and conditions of the
1998 Stock Plan, as it may be amended from time to time (in which case the terms
and conditions of the 1998 Stock Plan are incorporated herein by reference, made
a part hereof and shall control in the event of any conflict with any other
terms of this Agreement). If the 1998 Stock Plan is not so approved by the
stockholders of the Company on or before June 12, 1998, this Agreement and the
restricted stock granted hereunder shall be pursuant to and subject to the terms
and conditions of the Hadco Corporation Executive Incentive Compensation
Deferred Bonus Plan, as Amended and Restated July 1, 1998, and as it may be
amended from time to time, (the "Bonus Plan")(in which case the terms and
conditions of the Bonus Plan are incorporated herein by reference, made a part
hereof and shall control in the event of any conflict with any other terms of
this Agreement). Copies of both the 1998 Stock Plan and the Bonus Plan have been
made available to the Executive.

Section 1. GRANT OF RESTRICTED STOCK. The Company grants to the
Executive as an incentive compensation award, on the terms and conditions
hereinafter set forth, two thousand four hundred thirty-nine (2,439) shares of
the Company's Common Stock, $0.05 par value (the "Restricted Stock"), at the
current fair market value of Thirty and 31/100 ($30.31) Dollars per share.

Section 2. REPRESENTATIONS AND AGREEMENTS OF EXECUTIVE;
RESTRICTIONS ON RESTRICTED STOCK.

A. The Executive understands and acknowledges that the Restricted
Stock will be lettered or restricted stock, that the Restricted Stock has not
been registered under the Securities Act or any state securities laws and is
being granted under the exemption to registration provided in Section 3(b) of
the Securities Act and Regulation D promulgated thereunder and/or Section 4(2)
of the Securities Act, and that this transaction has not been reviewed or passed
upon by any federal or state agency. The Executive further understands and
acknowledges that each certificate for the Restricted Stock issued in connection
with this Agreement shall contain the following restrictive legends:

"The shares represented by this certificate have not been
registered under the Securities Act of 1933. These shares have been
acquired for investment and not with a view to distribution or resale,
and may not be sold, mortgaged, pledged, hypothecated or otherwise
transferred without an effective registration statement of such shares
under the Securities Act of 1933, or an opinion of counsel for Hadco
Corporation that registration is not required under such Act.

The shares represented by this certificate are subject to
risks of forfeiture as described in a certain Agreement dated as of
November 12, 1998, a copy of which the Company will furnish to the
holder of this certificate upon request and without charge."

B. The Executive represents and warrants that he is acquiring the
Restricted Stock for purposes of long-term investment, for the personal account
of the Executive, and with no present intention of reselling, distributing or
otherwise transferring the Restricted Stock or any portion of the Restricted
Stock, and that the Executive has no contract, undertaking or arrangement with
any person or entity to sell or transfer all or any portion of the Restricted
Stock to that person or entity, or to have that person or entity sell for him
all or any portion of the Restricted Stock, or to afford or allow any
participation in the Restricted Stock by any other person or entity.

C. The Executive realizes that (i) the acquisition of the
Restricted Stock is a long-term investment; (ii) the Executive must bear the
economic risk of investment for an indefinite period of time because the
Restricted Stock has not been registered under applicable state and federal
securities laws and, therefore, cannot be sold or otherwise transferred unless
it is subsequently registered or exemptions from registration are available; and
(iii) the transferability of the Restricted Stock is restricted, and (a)
requires conformity with the restrictions contained in

<PAGE> 2

paragraphs 2.A, 2.D and 3.A of this Agreement, (b) will be further restricted by
legends placed on the certificate representing the Restricted Stock referring to
the applicable restrictions on transferability, and (c) may be subject to a stop
transfer order until such time as transfer of the Restricted Stock may be
effected without violation of all applicable state and federal securities laws.

D. The Executive agrees and understands that the Restricted Stock
is subject to forfeiture by the Executive in the event of termination of his
employment with the Company within three years of the date of declaration of the
incentive compensation award of which the Restricted Stock constitutes a
deferred bonus amount, all as more fully set forth in this Agreement. The
Executive further agrees and understands that the Restricted Stock may not be
sold, mortgaged, pledged, hypothecated or otherwise transferred by the Executive
until on or after the three year anniversary of the date of declaration of the
incentive compensation award of which the Restricted Stock constitutes a
deferred bonus amount. Notwithstanding the foregoing, the Restricted Stock may
be relieved of these risks of forfeiture and restrictions on transfer described
above pursuant to the provisions of Sections 3.B or 3.C of this Agreement.
Moreover, the Company shall have the right to accelerate the lapse of these
risks of forfeiture and restrictions on transfer on the Restricted Stock at any
time.

E. The Executive understands and agrees that the Restricted Stock
is to be issued from the pool of shares of Common Stock reserved for the 1998
Stock Plan which has at the date of this Agreement been approved by the Board of
Directors of the Company, but is subject to the approval of the stockholders of
the Company. Pending stockholder approval of the 1998 Stock Plan, all Restricted
Stock shall be held in escrow by the Company. If such stockholder approval is
not obtained within six (6) months after the issuance of the Restricted Stock,
then the Restricted Stock shall be treated as having been issued from the
Company's available pool of authorized but unissued shares (or shares that were
once issued and have subsequently been reacquired by the Company). Upon the
earlier of (i) such stockholder approval of the 1998 Stock Plan or (ii) the date
which is six (6) months after the issuance of the Restricted Stock, the
Restricted Stock will be released from escrow to the Executive and the
Restricted Stock shall be non-transferable as provided in this Agreement.
Notwithstanding anything to the contrary herein, if, for any reason, including
without limitation restrictions imposed by the securities laws or any stock
exchange, the Company deems it impractical or imprudent, in its sole judgment,
to issue such shares of Restricted Stock to the Executive, the value of the
Restricted Stock (calculated by multiplying the number of shares of Restricted
Stock to be awarded hereunder by $30.31) shall be replaced by a cash deferred
bonus amount with all of the attributes of, and the same distribution schedule
as, the cash deferred bonus amount described in the Bonus Plan.

F. The Executive understands and agrees that neither the Company,
the Board of Directors, any committee of the Board of Directors nor any
employee, officer or agent thereof guarantees that any particular federal, state
or local tax consequences will occur as a result of this Agreement and/or the
issuance of the Restricted Stock. The Executive hereby agrees that he alone
shall be responsible for the tax consequences of this Agreement and the issuance
of the Restricted Stock.

Section 3. TERMINATION.

A. If the Executive voluntarily terminates his employment with
the Company other than by reason of his retirement at or after the normal
retirement date as described in the Hadco Corporation Retirement Plan or if the
Executive's employment is terminated by the Company for cause as defined herein,
he shall forfeit the Restricted Stock if the Restricted Stock has not been held
for at least three years after the date of declaration of the incentive
compensation award of which the Restricted Stock was a part. For purposes
hereof, employment shall not be deemed terminated if the Executive remains
employed by the Company or any subsidiary or affiliate thereof. For purposes of
this Agreement, the Company shall have "cause" to terminate the Executive in the
event of: (a) the willful and continued failure by the Executive to
substantially perform his duties, after demand for substantial performance is
delivered by the Company to the Executive identifying with specificity the
grounds for the Company's belief that the Executive has not substantially
performed his duties; (b) the permanent physical or mental incapacity of the
Executive; (c) the commission by the Executive of any act of fraud or
embezzlement relating to the property of the Company and/or the services to be
provided by the Executive; or (d) the Executive's unauthorized disclosure of
proprietary confidential information of the Company or the Executive's engaging
in competition with the Company.

<PAGE> 3

B. If the Executive is involuntarily terminated from employment
without cause as defined herein, including by reason of his death or disability
or if termination of employment of the Executive is due to retirement after age
61, the Restricted Stock held by the Executive at the time of termination shall
be relieved of the restrictions contained in Sections 2.D and 3.A of this
Agreement (but not of any securities law restrictions which may apply to the
Restricted Stock or its disposition). For purposes hereof, the definition of
"disability" as set forth in the Hadco Corporation Retirement Plan shall apply.

C. Upon any sale of all or substantially all of the assets of the
Company, or upon a merger, consolidation or tender offer in respect of which the
stockholders holding all of the Company's outstanding voting securities
immediately prior to the consummation thereof hold less than 50% of all of the
Company's outstanding voting securities immediately after such consummation
(each of the foregoing sale, merger, consolidation or tender offer hereinafter
called an "Acquisition"), then the date upon which the Restricted Stock shall be
relieved of the restrictions contained in Sections 2.D and 3.A of this Agreement
(but not of any securities law restrictions which may apply to the Restricted
Stock or its disposition) shall be automatically accelerated to occur
immediately prior to the consummation of such Acquisition.

Section 4. EFFECT UPON EMPLOYMENT. None of the 1998 Stock Plan,
the Bonus Plan, this Agreement or the grant of the Restricted Stock confers any
right upon the Executive with respect to the continuation of his employment or
business relationship with the Company or any of its subsidiaries or affiliates.
Nothing contained herein shall be construed as interfering with or restricting
the right of the Company or any of its subsidiaries or affiliates to terminate
the Executive's employment or business relationship at any time free from any
liability or claim under the 1998 Stock Plan, the Bonus Plan or this Agreement.

Section 5. STATUS AS A STOCKHOLDER. Prior to the three (3) year
anniversary of the date of declaration of the incentive compensation award of
which the Restricted Stock was a part and after issuance of a certificate
representing the Restricted Stock, the Executive shall have all rights as a
stockholder except as specifically set forth herein.

Section 6. NOTICES. Any notice permitted or required under this
Agreement shall be sufficient if made in writing and mailed, postage prepaid, or
delivered in hand to the parties as follows: (a) as to the Company, to its
Treasurer at the principal office of the Company; and (b) as to the Executive,
at the address listed for the Executive on the books of the Company or the books
of the Stock Transfer Agent, or (c) as to either party, at such other address as
shall be designated by the addressee in a written notice to the other complying
as to delivery with the terms of this Section 6.

Section 7. GOVERNING LAW. This Agreement shall be governed by,
and construed and enforced in accordance with, the substantive laws of the
Commonwealth of Massachusetts without giving effect to the principles of the
conflicts of laws thereof.

Section 8. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior or contemporaneous agreements and understandings,
written or oral, relating to the subject matter hereof. No modification or
addition to this Agreement shall be valid unless in writing, specifically
referring to this Agreement and signed by both parties hereto. No waiver of any
rights under this Agreement shall be valid unless in writing and signed by the
party to be charged with such waiver. No waiver of any term or condition
contained in this Agreement shall be deemed or construed as a further or
continuing waiver of such term or condition, unless the waiver specifically
provides otherwise.

Section 9. BINDING EFFECT. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
executors, administrators, representatives, successors and assigns, subject to
the limitations set forth herein; provided, however, that as respects the
Executive, this Agreement is deemed to be personal in nature and may not be
assigned or transferred.

Section 10. INTERPRETATION AND CONSTRUCTION. Any interpretation
or construction of this Agreement

<PAGE> 4

by the Company's Board of Directors, or a duly authorized committee appointed by
the Board, shall be final, conclusive and binding on all interested parties. The
section headings are for convenience of reference only and shall not be deemed
germane to the interpretation or construction of this Agreement.

Section 11. SURVIVAL. All representations, warranties and
acknowledgments made in this Agreement shall survive the issuance and delivery
of the certificate or certificates representing the Restricted Stock.

Section 12. WITHHOLDING TAXES. If the Company or any of its
subsidiaries or affiliates in its discretion determines that it is obligated to
withhold any tax in connection with the grant of the Restricted Stock, or in
connection with the transfer of, or the lapse of restrictions on, any Restricted
Stock or other property acquired pursuant hereto, the Executive hereby agrees
that he will pay any such withholding taxes and if the Executive does not pay
such withholding taxes, the Company or any of its subsidiaries or affiliates may
withhold from the Executive's wages or other remuneration the appropriate amount
of tax. At the discretion of the Company or any of its subsidiaries or
affiliates, the amount required to be withheld may be withheld in cash from such
wages or other remuneration or in kind from the Restricted Stock or other
property otherwise deliverable to the Executive.

Section 13. SEVERABILITY. The invalidity, illegality or
unenforceability of any provision of this Agreement shall in no way affect the
validity, legality or enforceability of any other provision.

Section 14. PROVISION OF DOCUMENTATION TO EXECUTIVE. By signing
this Agreement the Executive acknowledges receipt of a copy of this Agreement
and a copy of each of the 1998 Stock Plan and the Bonus Plan.

<PAGE> 5
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

Hadco Corporation

By: /s/ F. Gordon B. Bitter
-------------------------------

/s/ Andrew E. Lietz
-----------------------------------
Executive

<PAGE> 1

Exhibit 10.70

AGREEMENT

AGREEMENT made as of this 12th day of November, 1998, by and between
Hadco Corporation, a Massachusetts corporation with a usual place of business in
Salem, New Hampshire (hereinafter the "Company"), and ______________, of
_______________ (hereinafter the "Executive"). If the Hadco Corporation 1998
Stock Plan (the "1998 Stock Plan") is approved by the stockholders of the
Company on or before June 12, 1999, this Agreement and the restricted stock
granted hereunder shall be pursuant to and subject to the terms and conditions
of the 1998 Stock Plan, as it may be amended from time to time (in which case
the terms and conditions of the 1998 Stock Plan are incorporated herein by
reference, made a part hereof and shall control in the event of any conflict
with any other terms of this Agreement). If the 1998 Stock Plan is not so
approved by the stockholders of the Company on or before June 12, 1998, this
Agreement and the restricted stock granted hereunder shall be pursuant to and
subject to the terms and conditions of the Hadco Corporation Executive Incentive
Compensation Deferred Bonus Plan, as Amended and Restated July 1, 1998, and as
it may be amended from time to time, (the "Bonus Plan")(in which case the terms
and conditions of the Bonus Plan are incorporated herein by reference, made a
part hereof and shall control in the event of any conflict with any other terms
of this Agreement). Copies of both the 1998 Stock Plan and the Bonus Plan have
been made available to the Executive.

Section 1. GRANT OF RESTRICTED STOCK. The Company grants to the
Executive as an incentive compensation award, on the terms and conditions
hereinafter set forth, _____________ (_______) shares of the Company's Common
Stock, $0.05 par value (the "Restricted Stock"), at the current fair market
value of Thirty and 31/100 ($30.31) Dollars per share.

Section 2. REPRESENTATIONS AND AGREEMENTS OF EXECUTIVE;
RESTRICTIONS ON RESTRICTED STOCK.

<PAGE> 2

Section 3. TERMINATION.

<PAGE> 3

Section 10. INTERPRETATION AND CONSTRUCTION. Any interpretation
or construction of this Agreement

<PAGE> 4
by the Company's Board of Directors, or a duly authorized committee appointed by
the Board, shall be final, conclusive and binding on all interested parties. The
section headings are for convenience of reference only and shall not be deemed
germane to the interpretation or construction of this Agreement.

Section 13. SEVERABILITY. The invalidity, illegality or
unenforceability of any provision of this Agreement shall in no way affect the
validity, legality or enforceability of any other provision.

<PAGE> 5

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

Hadco Corporation

By:
------------------------------------

----------------------------------------
Executive

<PAGE> 1
Exhibit 21

SUBSIDIARIES OF THE REGISTRANT
<TABLE>
<CAPTION>

NAME JURISDICTION OF INCORPORATION
---- -----------------------------
<S> <C>
Hadco Foreign Sales Corporation U.S. Virgin Islands
Hadco Santa Clara, Inc. Delaware
Hadco Corporation (Malaysia) SDN. BHD. Malaysia
Zycon Corporation Delaware
Hadco Phoenix, Inc. Delaware
CCIR of California Corp. California
CCIR of Texas Corp. Texas
Continental Circuits International, Inc. Barbados
Continental Circuits Corp. Delaware
Hadco Scotland Limited Scotland
Hadco Ireland Limited Ireland
</TABLE>

<PAGE> 1

Exhibit 23

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of
our report included in this form 10-K into Hadco Corporation's previously filed
Registration Statements on Form S-8, File No. 33-2915, File No. 33-12555, File
No. 33-24975, File No. 33-24976, File No. 33-40616, File No. 33-48288, File No.
333-11485, File No. 333-22377 and File No. 333-47589.

/s/ Arthur Andersen LLP

Boston, Massachusetts
January 11, 1999

<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> OCT-26-1997
<PERIOD-END> OCT-31-1998
<EXCHANGE-RATE> 1
<CASH> 7,169
<SECURITIES> 0
<RECEIVABLES> 113,223
<ALLOWANCES> 2,129
<INVENTORY> 67,017
<CURRENT-ASSETS> 221,102
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0
0
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<NET-INCOME> (54,110)
<EPS-PRIMARY> (4.09)
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</TABLE>