<PAGE>




                          CELESTICA INTERNATIONAL INC.

                                       AND

                                 CELESTICA INC.





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

                     CELESTICA INC. EMPLOYEE SHARE PURCHASE

                                 AND OPTION PLAN

                                     (1997)

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
















                                 MARCH 24, 1997
                   AS AMENDED AND RESTATED ON NOVEMBER 8, 2000


<PAGE>


                          CELESTICA INTERNATIONAL INC.

                                       AND

                                 CELESTICA INC.


          CELESTICA INC. EMPLOYEE SHARE PURCHASE AND OPTION PLAN (1997)



                              STATEMENT OF PURPOSE

     The purpose of this Celestica Inc. Employee Share Purchase and Option Plan
(1997) (the "Plan") is to provide a means whereby Celestica International Inc.
(the "Corporation") and its indirect holding corporation, Celestica Inc.
("Celestica"), may, through the sale of Subordinate Voting Shares and the grant
of options to acquire Subordinate Voting Shares to certain full-time employees
of Celestica's direct and indirect Subsidiaries, including the Corporation,
motivate those employees to exert their best efforts on behalf of Celestica and
its Subsidiaries and to closely align the personal interests of employees with
those of the shareholders of Celestica.

     Participation in the Plan is entirely voluntary. No employee of the
Corporation or any of Celestica's other direct and indirect Subsidiaries is
obligated, as a term or condition of employment or otherwise, to participate in
the Plan, and failure to participate shall not in any way affect employment.

     The Corporation, Celestica, Onex Corporation and a wholly owned subsidiary
of the Corporation, Celestica Employee Nominee Corporation (the "Nominee"), have
entered into an agreement (the "Nominee Agreement") pursuant to which, among
other things, the Nominee has agreed to act as nominee holder of Subordinate
Voting Shares and options to acquire Subordinate Voting Shares issued pursuant
to this Plan.


                                     ARTICLE I

                                 INTERPRETATION

1.1               DEFINITIONS. The following capitalized terms when used in
         the Plan shall have the respective meanings set forth below in this
         Section 1.1 unless the context otherwise requires.

         "ADMINISTRATOR" has the meaning set out in Section 2.2.

         "APPROVED TRANSFEREE" has the meaning set out in Section 6.1(c).

         "AUDITED FINANCIAL STATEMENTS" means the audited consolidated annual
         financial statements of Celestica, prepared in accordance with
         generally accepted accounting principles.

         "AUDITORS" means the firm of chartered accountants appointed from time
         to time as the auditors of Celestica.

         "BASE OPTION" means an option granted pursuant to Section 5.3(a) to
         purchase one or more Subordinate Voting Shares from Celestica pursuant
         to the terms of this Plan, and includes the agreement setting forth the
         same.

         "BASE OPTION EXERCISE PRICE" has the meaning set out in Section 5.3(a).

                                        1

<PAGE>
         "BOARD" means the board of directors of the Corporation or any
         committee of the same charged with responsibility of administering the
         Plan.

         "CELESTICA" means Celestica Inc. and any successor thereof.

         "CELESTICA BOARD" means the board of directors of Celestica or any
         committee of the same charged with the responsibility of administering
         the Plan.

         "CELESTICA EMPLOYEE" means a person who is employed in a full time
         capacity by any Subsidiary of Celestica.

         "ELIGIBLE PERSONS" means full-time employees of any direct and indirect
         Subsidiaries of Celestica, including the Corporation.

         "EMPLOYMENT TERMINATION DATE" means the date on which a Participant
         ceases to be a Celestica Employee.

         "GAAP" means generally accepted accounting principles which have been
         established in Canada, including those approved from time to time by
         the Canadian Institute of Chartered Accountants or any successor bodies
         thereto.

         "IMMEDIATE FAMILY MEMBER" means, in respect of a Participant, such
         Participant's spouse (including a common law spouse), such
         Participant's children and such Participant's parents.

         "LIBOR RATE" means, in respect to any amount of money owed by a party
         to another party pursuant to the terms of this Plan, for each 30 day
         period or part thereof during which such amount is outstanding, the
         rate of interest in effect as of the first day of such 30 day period
         for 30 day LIBOR U.S. Dollar loans.

         "MANAGEMENT REPRESENTATIVES" means the persons appointed from time to
         time as the Chief Executive Officer of the Corporation and the Chief
         Financial Officer of the Corporation.

         "MARKET PRICE" as at any date in respect of Subordinate Voting Shares
         shall be the per Subordinate Voting Share weighted average closing
         price of such Subordinate Voting Shares on The New York Stock Exchange
         (or, if such shares are not then listed and posted for trading on The
         New York Stock Exchange, on such stock exchange in North America or
         national dealer quotation system on which such Shares are listed and
         posted for trading or quoted, as applicable, as may be selected for
         such purpose by the Celestica Board) for the ten trading days
         immediately preceding such date. In the event that such Subordinate
         Voting Shares did not trade on any such trading day, the Market Price
         shall be the average of the averages of the bid and ask prices in
         respect of such Subordinate Voting Shares at the close of trading on
         each such trading day.

         "NOMINEE SUBSCRIPTION" means a subscription by the Nominee for Plan
         Shares, or an offer by the Nominee to purchase Plan Shares from Onex,
         in each case as provided for in Section 3.3.

         "ONEX" means Onex Corporation or its successors.

         "OPTIONS" means, collectively, the Target Options and the Base Options.

         "PARTICIPANT" means any Eligible Person for the benefit of whom the
         Nominee acquires and holds Subordinate Voting Shares pursuant to and in
         accordance with this Plan and, upon the death of such Eligible Person,
         shall include any such Eligible Person's estate.

         "PARTICIPANT DIRECTION AND AGREEMENT" means a direction and agreement
         by a Participant, accompanied by the necessary payment, agreeing to
         participate in the Plan and directing the Nominee to execute and
         deliver a Nominee Subscription pursuant to and in accordance with this
         Plan.
                                        2

<PAGE>

         "PARTICIPANT LOAN" means any loan or loans made by a financial
         institution at any time or from time to time to a Participant who is a
         Senior Employee in connection with the purchase by the Nominee, as
         agent for and for the benefit of such Participant, of Plan Shares
         pursuant to Section 3.3 which are guaranteed by the Corporation or any
         of its Subsidiaries in accordance with Section 3.6, and shall include
         any interest from time to time accrued and unpaid thereon.

         "PERMITTED TRANSFEREE" has the meaning set out in Section 6.1.

         "PERSONAL ENTITY" means, in respect of a Participant, a trust,
         partnership, corporation or other entity established by or for the
         benefit of the Participant and/or any of such participant's Immediate
         Family Members, all of the voting and equity interests of which or all
         of the assets or other ownership interests in which are, directly or
         indirectly, beneficially owned or controlled by, or under common
         control with, or for the benefit of, the foregoing person or persons.

         "PLAN SECURITIES" means, collectively, Plan Shares and Options.

         "PLAN SHARES" means, collectively, (i) any Subordinate Voting Shares
         that are acquired and held by the Nominee as agent for and for the
         benefit of Participants pursuant to Section 3.3 in accordance with the
         terms of this Plan, (ii) so long as a "black-out" period has been
         imposed by Celestica on sales by Participants of Plan Shares, including
         Subordinate Voting Shares acquired upon the exercise of Options, and
         such "black-out" period is continuing, any Subordinate Voting Shares
         that are acquired upon the exercise of Options while Celestica has
         imposed such a "black-out" period and, accordingly, are held by the
         Nominee as agent for and for the benefit of Participants in accordance
         with Section 5.6, and (iii) any Subordinate Voting Shares issued by
         Celestica to the Nominee as a stock dividend or other stock
         distribution in respect of any Plan Shares held by the Nominee as agent
         for and for the benefit of Participants.

         "POST-TERMINATION OPTION EXERCISE DEADLINE" with respect to any
         Participant who ceases to be a Celestica Employee, means the earlier of
         (i) the date on which all Options held by the Nominee as agent for such
         Participant are cancelled pursuant to Section 6.7 and (ii) the date
         following such Participant's Employment Termination Date on which no
         further Plan Shares could be purchased upon the exercise of Options
         held by the Nominee as agent for such Participant prior to their
         cancellation pursuant to Section 6.7.

         "REGISTER OF PARTICIPANT HOLDINGS" means the Register maintained by or
         on behalf of the Nominee in accordance with Section 4.3.

         "SALE", "TO SELL", when used to refer to the sale of Plan Shares by a
         Participant or by the Nominee on behalf of such Participant, shall be
         deemed to include the withdrawal of Plan Shares by such Participant
         from the Plan.

         "SENIOR EMPLOYEE" means an Eligible Person who belongs to the
         management or senior technical staff of the Corporation or any of its
         Subsidiaries and who is designated as such by the Board.

         "SUBORDINATE VOTING SHARES" means Subordinate Voting Shares in the
         capital of Celestica and includes any securities into which such
         Subordinate Voting Shares may be converted, reclassified, redesignated,
         subdivided, consolidated or otherwise changed from time to time and any
         securities of any successor or continuing corporation to the
         Corporation that may be received in respect of Subordinate Voting
         Shares on a reorganization, amalgamation, consolidation or merger,
         statutory or otherwise.

         "SUBSIDIARY", with respect to a corporation, shall mean any subsidiary
         of that corporation within the meaning of the BUSINESS CORPORATIONS ACT
         (Ontario), as amended from time to time.

         "TARGET OPTION" means an option granted pursuant to Section 5.1 to
         purchase one or more Subordinate Voting Shares from Celestica pursuant
         to the terms of this Plan, and includes the agreement setting forth the
         same.

         "TARGET OPTION EXERCISE PRICE" has the meaning set out in Section 5.1.
                                        3

<PAGE>

         "TRANSFER" of any security means any sale, exchange, transfer,
         assignment, gift, pledge, encumbrance, hypothecation, alienation or
         other transaction, whether voluntary, involuntary or by operation of
         law, by which the legal or beneficial ownership of, or any security or
         other interest in, such security passes from one person to another
         person or to the same person in a different capacity, whether or not
         for value.

         "UNAUDITED FINANCIAL STATEMENTS" means the unaudited consolidated
         quarterly financial statements of Celestica, prepared in accordance
         with generally accepted accounting principles.

1.2                  NUMBER AND GENDER. Words importing the singular number
         only shall include the plural and VICE VERSA and words importing gender
         shall include all genders, unless the context clearly requires
         otherwise.

1.3                  SECTION AND HEADINGS. The division of this Plan into
         Sections and the insertion of headings are for reference purposes only
         and shall not affect the construction or interpretation of this Plan.
         The terms "this Plan", "hereof", "herein", "hereunder" and similar
         expressions refer to this Plan and not to any particular Section or
         other portion hereof and include any agreement or instrument
         supplemental or ancillary hereto. Unless otherwise indicated, any
         reference in this Plan to a Section or Schedule refers to the specified
         Section of or Schedule to this Plan.

1.4                  ENTIRE PLAN. This Plan constitutes the entire Celestica
         Inc. Employee Share Purchase and Option Plan (1997). There are no
         conditions, covenants, agreements, representations, warranties or other
         provisions, express or implied, collateral, statutory or otherwise,
         relating to the subject matter hereof except as expressly provided in
         this Plan or any agreement or instrument supplemental or ancillary
         hereto.

1.5                  TIME OF ESSENCE. Time shall be of the essence of this Plan
         and any agreement or instrument supplemental or ancillary hereto.

1.6                  APPLICABLE LAW. This Plan is established under, and this
         Plan and any agreement or instrument supplemental or ancillary hereto
         shall be construed, interpreted and enforced in accordance with, and
         the respective rights and obligations of all parties and the
         construction and effect of each and every provision of the Plan shall
         be governed by, the laws of the Province of Ontario and the federal
         laws of Canada applicable in such province, and all parties attorn to
         the non-exclusive jurisdiction of the courts of such province and all
         courts competent to hear appeals therefrom.

1.7                  SEVERABILITY. If any provision of this Plan is determined
         by a court of competent jurisdiction to be invalid, illegal or
         unenforceable in any respect, such determination shall not impair or
         affect the validity, legality or enforceability of the remaining
         provisions hereof and the Plan shall be construed, administered and
         enforced as if such illegal or invalid provision had never been
         included herein and in a manner that fulfills the original intent
         hereof.


                                   ARTICLE II

                         ELIGIBILITY AND ADMINISTRATION

2.1                  ELIGIBILITY TO PARTICIPATE IN PLAN. All Eligible Persons
         shall be eligible to become Participants under the Plan.

2.2                  ADMINISTRATION OF PLAN. The Plan shall be administered
         under the supervision of the Celestica Board. Celestica and the Nominee
         shall have the power to jointly appoint a trust company or other
         qualified corporation (the "Administrator") to carry out the day-to-day
         administration of the Plan and the Nominee shall be permitted to
         delegate any of its responsibilities under the Plan to such
         Administrator, in each case subject to the approval of the Celestica
         Board.
                                        4

<PAGE>

2.3                  POWERS OF THE ADMINISTRATOR. Subject to the approval of
         the Celestica Board and to the specific terms and conditions set forth
         in this Plan, Celestica and the Nominee shall be permitted to grant to
         the Administrator any of the rights, privileges and benefits conferred
         on the Nominee pursuant to this Plan and such additional powers as may
         be required to permit the Administrator to carry out its duties as
         Administrator, including without limitation, the power to retain stock
         brokers, to arrange for transfers, withdrawals and sales on behalf of
         Participants of Plan Shares and Subordinate Voting Shares acquired upon
         the exercise of Options, to make arrangements to permit the cashless
         exercise of Options by Participants, and to adopt procedures and rules
         in connection with the foregoing.

2.4                  INTERPRETATION OF PLAN. The Celestica Board, after
         consultation with the Management Representatives, may interpret the
         Plan as may be necessary or appropriate for the administration of the
         Plan and shall, where consistent with the general purpose and intent of
         the Plan and subject to the specific provisions of the Plan, make such
         other determinations and take such other actions as it deems necessary
         or advisable, including, without limitation:

         (a) establish policies and adopt rules and regulations for carrying out
             the purposes, provisions and administration of the Plan;

         (b) interpret and construe the Plan and determine all questions arising
             out of the Plan and any Plan Shares issued and any Option granted
             pursuant to the Plan;

         (c) determine on behalf of which Eligible Persons Subordinate Voting
             Shares are offered and Target Options granted to the Nominee and
             offer Subordinate Voting Shares and grant Target Options;

         (d) determine the number of Subordinate Voting Shares covered by each
             Target Option;

         (e) determine the purchase price for any Plan Shares issued pursuant to
             Section 3.3;

         (f) determine the time or times when Options will be granted and
             exercisable;

         (g) determine if the Subordinate Voting Shares which are subject to an
             Option will be subject to any restrictions upon the exercise of
             such Option; and

         (h) prescribe the form of the instruments relating to the offer and
             purchase of Subordinate Voting Shares and grant, exercise and other
             terms of any Options.

2.5                  CELESTICA BOARD TO GIVE NOTICE OF INTERPRETATION. The
         Celestica Board shall give the Management Representatives notice of any
         interpretation or determination formally made by the Celestica Board in
         accordance with Section 2.3 hereof not less than 14 days prior to the
         effective date thereof. Any such interpretation or determination so
         made shall be final, binding and conclusive for all purposes.


                                   ARTICLE III

                       ISSUE AND SALE OF SHARES UNDER PLAN

3.1                  ISSUE AND SALE OF SHARES UNDER PLAN. Within such limits as
         are imposed from time to time by the Celestica Board, the Nominee will
         be offered the opportunity from time to time to subscribe for
         Subordinate Voting Shares or to purchase them from Onex, in either
         case, as agent for and for the benefit of Eligible Persons identified
         by the Corporation for such purpose.

3.2                  BOARD TO ALLOCATE SHARES TO PARTICIPANTS. The Corporation
         may from time to time undertake to identify Eligible Persons for the
         benefit of whom Celestica shall make available Subordinate Voting
         Shares for purchase by the Nominee pursuant to this Plan and may
         allocate to each such Eligible Person

                                        5

<PAGE>

         a particular number of Subordinate Voting Shares that will be made
         available for purchase by the Nominee, as agent for and for the
         benefit of that Eligible Person, during a specified period of time and
         at a specified price. The total number of Subordinate Voting Shares
         that may be made available for purchase by the Nominee under this Plan
         shall not exceed the number of Subordinate Voting Shares allotted for
         that purpose from time to time by the Celestica Board.

3.3                  MANNER OF SUBSCRIPTION. Subscriptions for Subordinate
         Voting Shares by the Nominee should be substantially in the form and on
         the terms of the form of Nominee Subscription appended hereto as
         Schedule A or such other form acceptable to Celestica and the Nominee.
         For each subscription by the Nominee there shall be a corresponding
         direction and agreement (accompanied by the required payment) from an
         Eligible Person substantially in the form and on the terms of the form
         of Participant Direction and Agreement appended hereto as Schedule B or
         such other form acceptable to Celestica and the Nominee. Should Plan
         Shares be acquired by the Nominee for the benefit of Eligible Persons
         from Onex Corporation rather than from the Celestica treasury,
         appropriate changes to the forms of the Nominee Subscription and
         Participant Direction and Agreement, in each case as acceptable to the
         Nominee and to Celestica, shall be made.

3.4                  MINIMUM SUBSCRIPTION. Celestica and Onex reserve the right
         to accept or reject Nominee Subscriptions, and shall reject Nominee
         Subscriptions for less than 200 Subordinate Voting Shares or that are
         for more Subordinate Voting Shares than have been allocated to the
         particular Participant under Section 3.2 hereof, or that are made on
         terms or for a price that are inconsistent with this Plan.

3.5                  CERTIFICATES REPRESENTING PLAN SHARES. Certificates
         representing Plan Shares issued to the Nominee as agent for and for the
         benefit of a Participant shall be registered and issued in the name of
         the Nominee and shall be delivered to and, unless pledged to the
         Corporation in accordance with Section 3.6, held by the Nominee in
         accordance with the terms of this Plan.

3.6                  FINANCIAL ASSISTANCE TO SENIOR EMPLOYEES. The Board may
         from time to time undertake to identify Participants who are to be
         designated as Senior Employees for the purpose of this Plan and may
         provide financial assistance to any such Senior Employee in connection
         with the acquisition by the Nominee, as agent for and on behalf of such
         Senior Employee, of any Plan Shares pursuant to Section 3.3 (i) by
         helping to arrange for a Participant Loan to be used by such Senior
         Employee in connection with the payment for the Plan Shares to be so
         acquired and (ii) by guaranteeing or causing one of its Subsidiaries to
         guarantee such Participant Loan for such period of time and on such
         other terms as the Corporation may determine, provided that:

         (a) the amount of the Participant Loan shall not exceed 66-2/3% of the
             aggregate purchase price payable with respect to such Plan Shares;
             and

         (b) the Nominee, as agent for and on behalf of such Senior
             Employee shall pledge to the Corporation as security for such
             Participant Loan a number of Plan Shares equal to 3/2 of the number
             of Plan Shares acquired with the proceeds of such Participant Loan.

3.7                  USE OF PROCEEDS FROM SALE OF PLAN SHARES. Any cash
         proceeds from the sale of Plan Shares issued by Celestica under the
         Plan shall be added to the general funds of Celestica and shall
         thereafter be used from time to time for such corporate purposes as the
         Celestica Board may determine.

                                   ARTICLE IV

                          GENERAL PROVISIONS GOVERNING
             PLAN SECURITIES ACQUIRED AND HELD BY NOMINEE UNDER PLAN

4.1                  NOMINEE TO HOLD PLAN SECURITIES IN ACCORDANCE WITH PLAN.
         All Plan Securities acquired by the Nominee, as agent for and for the
         benefit of Participants, shall be held by the Nominee in accordance


                                        6

<PAGE>

         with the provisions of this Plan. All rights and obligations of the
         Nominee and of the Participants relating to any Plan Securities,
         including, without limitation, all rights and obligations relating to
         the holding, assignment, pledge, transfer, sale or other disposition of
         Plan Securities, shall be governed by the provisions of this Plan.
         Neither the Nominee nor any Participant shall have any rights with
         respect to any Plan Securities except as specifically provided by this
         Plan.

4.2                  GENERAL RESTRICTION ON TRANSFERS. Except as specifically
         permitted or required in this Plan, the Nominee shall not Transfer any
         Plan Securities held by it, and no Participant shall Transfer such
         Participant's beneficial interest in any Plan Securities held by the
         Nominee as agent for and on behalf of such Participant. Any purported
         Transfer in violation of this Section shall be invalid and void and
         shall not be registered in the books of the Corporation or otherwise
         recognized by Celestica, the Corporation, the Nominee or Onex for any
         purpose.

4.3                  REGISTER OF PARTICIPANT HOLDINGS. The Nominee shall
         maintain or cause to be maintained a Register of all Participants and
         their respective holdings of Plan Securities (the "Register of
         Participant Holdings"). All issuances and transfers of Plan Shares and
         all grants and exercises of Target Options and Base Options shall be
         reflected in such Register of Participant Holdings.

4.4                  DIVIDENDS ON SUBORDINATE VOTING SHARES. The Nominee shall
         pay and transfer all dividends (other than stock dividends) received by
         it in respect of the Plan Shares held by it as agent for and on behalf
         of any Participant to or to the order of such Participant.

4.5                  VOTING OF PLAN SHARES. All Plan Shares may only be voted
         by Onex and the Nominee shall do all things necessary to enable Onex to
         vote such Plan Shares including, without limitation, executing any
         required forms of proxy.

4.6                  MANAGEMENT REPRESENTATIVES TO MAKE ELECTIONS. Subject to
         Section 4.5, all decisions and elections to be made by the Nominee as
         the registered holder of any Plan Shares shall be made by the
         Management Representatives in their sole discretion.


                                    ARTICLE V

            GRANT OF OPTIONS AND GENERAL TERMS AND CONDITIONS THEREOF

5.1                  GRANT OF TARGET OPTIONS. In connection with the acquisition
         by the Nominee pursuant to Section 3.3 hereof of Plan Shares, as agent
         for and for the benefit of any Participant, the Celestica Board may,
         in its discretion and upon the recommendation of the Corporation, grant
         to the Nominee, as agent for and for the benefit of such Participant,
         one or more Target Options to acquire Subordinate Voting Shares. The
         Target Options granted to the Nominee, as agent for and for the
         benefit of any Participant, shall be exercisable for the purchase of a
         number of Subordinate Voting Shares determined by the Celestica Board,
         which number shall not exceed the number of Subordinate Voting Shares
         acquired by the Nominee, as agent for and for the benefit of such
         Participant, at or prior to the time of the grant of the Target Option
         or Target Options. The purchase price for each Subordinate Voting Share
         subject to a Target Option (as adjusted in accordance with Section 5.9
         hereof, the "Target Option Exercise Price") shall be set out in the
         Target Option and shall be the price at which the Nominee purchased the
         corresponding Plan Shares pursuant to Section 3.3, as agent for and for
         the benefit of the Participant for whom the Nominee holds such Target
         Option.

5.2                  VESTING OF TARGET OPTIONS. Each Target Option granted under
         this Plan shall become exercisable in instalments on each of December
         31, 1998, 1999, 2000, 2001 and 2002 with respect to the following
         percentage of Subordinate Voting Shares subject to such Target Option:


                                        7

<PAGE>

<TABLE>
<CAPTION>
                                                                PERCENTAGE OF NUMBER OF SUBORDINATE
                                                                                VOTING SHARES
                  DATE ON WHICH                        SUBJECT TO TARGET OPTIONS WITH RESPECT TO
       TARGET OPTIONS BECOME EXERCISABLE                       WHICH TARGET OPTIONS MAY BE EXERCISED
       <S>                                             <C>
                December 31, 1998                                               10%
                December 31, 1999                                               15%
                December 31, 2000                                               20%
                December 31, 2001                                               25%
                December 31, 2002                                               30%
</TABLE>

In the event that on any of the foregoing dates a Target Option would become
exercisable with respect to a fractional number of Subordinate Voting Shares
subject to such Target Option, then the number of Subordinate Voting Shares
subject to such Target Option with respect to which such Target Option shall
become exercisable on such date shall be rounded down to the nearest whole
number and the remaining fractional Subordinate Voting Share shall be added to
the Subordinate Voting Shares with respect to which such Target Option will
become exercisable on December 31 of the immediately following year.

5.3                  GRANT OF BASE OPTIONS.

         (a) In connection with the acquisition by the Nominee pursuant to
Section 3.3 hereof of Plan Shares, as agent for and for the benefit of any
Participant, the Celestica Board shall grant to the Nominee, as agent for and
for the benefit of such Participant, a Base Option to purchase a number of
Subordinate Voting Shares equal to 60.22% of the number of Plan Shares acquired
by the Nominee pursuant to Section 3.3 hereof, as agent for and for the benefit
of such Participant, rounded down to the nearest whole number. Each Base Option
will have an exercise price per Subordinate Voting Share (as adjusted in
accordance with Section 5.9 hereof, the "Base Option Exercise Price") equal to
the price at which the Nominee purchased the corresponding Plan Shares pursuant
to Section 3.3, as agent for and for the benefit of such Participant. A Base
Option shall become exercisable in the manner and for the number of Subordinate
Voting Shares set forth in Section 5.2(b).

         (b) A Base Option shall become exercisable:

              (A)    on July 7, 1998, being the date on which Celestica became
                     a public company, with respect to 50% of the number of
                     Subordinate Voting Shares subject to such Base Option;

              (B)    with respect to the remaining 50% of Subordinate Voting
                     Shares subject to such Base Option, in instalments on each
                     of December 31, 1998, 1999, 2000, 2001 and 2002 with
                     respect to the following percentage of Subordinate Voting
                     Shares subject to such Base Option:

<TABLE>
<CAPTION>
                                                                 PERCENTAGE OF NUMBER OF SUBORDINATE
                                                                                VOTING SHARES
                  DATE ON WHICH                      SUBJECT TO BASE OPTIONS WITH RESPECT TO
       BASE OPTIONS BECOME EXERCISABLE                          WHICH BASE OPTIONS MAY BE EXERCISED
       <S>                                           <C>
                  December 31, 1998                                              5.0%
                  December 31, 1999                                              7.5%
                  December 31, 2000                                             10.0%
                  December 31, 2001                                             12.5%
                  December 31, 2002                                             15.0%
</TABLE>

In the event that on any of the foregoing dates a Base Option would become
exercisable with respect to a fractional number of Subordinate Voting Shares
subject to such Base Option, then the number of Subordinate Voting Shares
subject

                                        8

<PAGE>

to such Base Option with respect to which such Base Option shall become
exercisable on such date shall be rounded down to the nearest whole number
and the remaining fractional Subordinate Voting Share shall be added to the
Subordinate Voting Shares with respect to which such Base Option will become
exercisable on December 31 of the immediately following year.

5.4                   TERMS AND CONDITIONS OF OPTIONS. Each Option granted under
         this Plan shall be subject to the terms and conditions set forth in
         this Plan and in such Option, and to such other terms and conditions as
         the Celestica Board may, after consultation with the Management
         Representatives, deem appropriate at the time of grant of such Option
         or such other terms as the Celestica Board may thereafter impose with
         the approval of the Management Representatives and Onex. Options shall
         be exercisable only in accordance with the terms of this Plan and in
         accordance with their own terms.

5.5                  EXPIRY OF OPTIONS. All Options shall cease to be
         exercisable with respect to all Subordinate Voting Shares that then
         remain thereunder on the earlier of (i) the date on which the Option
         ceases to be exercisable in respect of such Subordinate Voting Shares
         under any other provisions of this Plan or the particular Option, and
         (ii) April 8, 2007.

5.6                  PAYMENT OF OPTION EXERCISE PRICE. The Target Option
         Exercise Price or the Base Option Exercise Price, as the case may be,
         of any Subordinate Voting Share in respect of which an Option is
         exercised shall be paid by bank draft, certified cheque or money order
         payable to Celestica at the time of exercise.

5.7                  TREATMENT OF SUBORDINATE VOTING SHARES ACQUIRED UPON
         EXERCISE OF OPTIONS.

         (a)  Any Subordinate Voting Shares acquired upon the exercise of an
Option by a Participant (other than Subordinate Voting Shares acquired upon the
exercise of an Option at a time when Celestica has imposed a "black-out" period
during which no Plan Shares, including Subordinate Voting Shares acquired upon
the exercise of any Option, may be sold by Participants) will be issued to the
Participant and shall not be subject to any sale restrictions under this Plan
other than restrictions imposed by applicable laws and the rules, regulations
and published policies of governmental and regulatory authorities and applicable
stock exchanges.

         (b)  Any Subordinate Voting Shares acquired upon the exercise of an
Option by a Participant at a time when a "black-out" period has been imposed as
aforesaid will be issued to Nominee, as agent for and on behalf of such
Participant, to be held by the Nominee as though they were Plan Shares acquired
pursuant to Section 3.3 hereof. Upon the expiry of the "black-out" period, as
applicable, any such Subordinate Voting Shares will be transferred by the
Nominee to the Participant for the benefit of whom such Subordinate Voting
Shares are held and will cease to be subject to any sale restrictions applicable
to Plan Shares under this Plan other than restrictions imposed by applicable
laws and the rules, regulations and published policies of governmental and
regulatory authorities and applicable stock exchanges.

5.8                  ACCELERATED VESTING ON CHANGE OF CONTROL. In the event that
         Onex ceases to hold, directly or indirectly, or exercise voting control
         over a sufficient number of any securities of Celestica to elect a
         majority of the directors of Celestica, each Option held by the
         Nominee, as agent for and for the benefit of a Participant, shall
         become exercisable in respect of all Subordinate Voting Shares then
         remaining thereunder.

5.9                  ADJUSTMENTS IN EVENT OF CHANGE IN SUBORDINATE VOTING
         SHARES. In the event of any change in the issued Subordinate Voting
         Shares occasioned by reason of a stock dividend, recapitalization,
         reclassification, reorganization, amalgamation, arrangement,
         consolidation, subdivision, combination, continuance, other amendment
         of the articles of Celestica, exchange of shares, rights offering below
         fair market value or any similar change affecting the issued
         Subordinate Voting Shares, the number and/or the class or series of
         shares subject to outstanding Options and the Target Option Exercise
         Price or Base Option Exercise Price, as the case may be, per share (as
         then in effect) thereof shall be appropriately adjusted in such manner
         as the Celestica Board in its sole discretion deems in good faith to be
         equitable to prevent substantial dilution or enlargement of the rights
         granted to, or available to, Participants, and any such adjustment
         shall be binding on all persons. Without fettering the Celestica
         Board's discretion, prior to making any determination as to any
         adjustment to the Options and the Target Exercise Price and Base Option
         Exercise Price pursuant to this Section

                                        9

<PAGE>

         5.9, the Celestica Board shall consult with the Management
         Representative and shall consider any consequences under applicable
         income tax legislation that may arise as a result of such adjustment.

5.10                 TERMINATION OF OPTIONS UPON DEATH OR TERMINATION OF
         EMPLOYMENT. In the event of the death of a Participant or the
         termination of the Participant's employment with the Corporation or any
         Subsidiary of the Corporation (if the Participant is not immediately or
         continuously thereafter employed by the Corporation, another Subsidiary
         of the Corporation or a Subsidiary of Celestica), the Options held by
         the Nominee as agent for and for the benefit of that Participant shall
         be terminated in accordance with the provisions of Article VI.

5.11                 RIGHT TO EXERCISE OPTIONS SUBJECT TO LEGAL RESTRICTIONS.
         Each Option shall be subject to the requirement that if at any time
         the Celestica Board determines, in its sole discretion, that the
         registration or qualification of any Subordinate Voting Shares, or any
         other approval of any governmental or regulatory body, is required,
         necessary or desirable under any applicable law, rule, regulation or
         published policy of such body in connection with this Plan or the grant
         or exercise of any Option, then such Option may not be exercised, in
         whole or in part, unless and until such registration, qualification or
         approval is obtained free of any condition not acceptable to the
         Celestica Board. Each Participant shall cooperate with Celestica and
         the Corporation in relation thereto and shall have no claim or cause of
         action against Celestica or the Corporation or any Subsidiary of any of
         them or any of their officers or directors, as a result of any failure
         by Celestica or the Corporation to obtain or to take any steps to
         obtain any such registration, qualification or approval.

5.12                 OPTIONS TO BE GRANTED IN ACCORDANCE WITH LAWS. The grant of
         Options and the issuance of Subordinate Voting Shares under the Plan
         shall be carried out in compliance with applicable law and with the
         rules, regulations and published policies of governmental and
         regulatory authorities and applicable stock exchanges.

5.13                 PARTICIPANTS TO DELIVER WRITTEN REPRESENTATIONS PRIOR TO
         EXERCISE OF OPTIONS. Each Participant shall deliver to the Celestica
         Board, upon demand, at the time of any exercise of any Option in whole
         or in part, a written representation that the Subordinate Voting Shares
         to be acquired upon such exercise are to be acquired for investment and
         by the Nominee as agent for and for the benefit of the Participant as
         principal and not with a view to the distribution thereof and not for
         the benefit of or on behalf of any other person. The delivery of such
         representation shall be a condition precedent to the right of the
         Nominee to acquire any Subordinate Voting Shares, as agent for and for
         the benefit of any Participant, pursuant to any Options.

5.14                 NO RIGHTS AS A SHAREHOLDER. Neither the Nominee nor any
         Participant shall have any right as a shareholder with respect to any
         Subordinate Voting Share that is subject to an Option granted hereunder
         unless and until the date of issuance of such Subordinate Voting Share
         in accordance with this Plan and such Option and the delivery to the
         Nominee, as agent for and for the benefit of such Participant, of a
         certificate or certificates representing such Subordinate Voting
         Shares.

5.15                 REDUCTION IN NUMBER OF SHARES SUBJECT TO OPTIONS IN EVENT
          OF PROLONGED LEAVE. If during any of the 1998 through 2002 calendar
         years a Participant is absent from work on personal leave, educational
         leave, extended parental leave or due to long-term disability (as these
         terms are defined from time to time under the personnel policies of the
         Subsidiary of Celestica by which such Participant is employed)
         ("Prolonged Leave"), then, unless otherwise determined by Celestica in
         its sole discretion, the total number of Subordinate Voting Shares with
         respect to which any Option held by the Nominee, for and on behalf of
         such Participant, may be exercised as of December 31 of any such
         calendar year shall be reduced by a number of Subordinate Voting
         Shares, rounded down to the nearest whole number, determined in
         accordance with the following formula:

         OR  =  OT  x     N
                        -----
                         365
         where:

                                       10

<PAGE>

         OR       = the amount of the reduction in the number of Subordinate
                  Voting Shares with respect to which the Option may be
                  exercised for any particular calendar year;

         OT       = the total number of Subordinate Voting Shares which would
                  otherwise be subject to the Participant's Option as at
                  December 31 of such year; and

            N     = the number of elapsed calendar days in such year during
                  which the Participant was absent from work.


                                   ARTICLE VI

               PERMITTED AND REQUIRED TRANSFERS OF PLAN SECURITIES

6.1                  PERMITTED TRANSFERS OF PLAN SHARES TO IMMEDIATE FAMILY
         MEMBERS AND PERSONAL ENTITIES.

         (a)  A Participant may transfer such Participant's interest in any of
the Plan Shares held from time to time by the Nominee, as agent for and for the
benefit of such Participant, to an Immediate Family Member or a Personal Entity
of the Participant (a "Permitted Transferee"), provided that prior to such
Transfer such Permitted Transferee shall agree to be bound by the provisions of
this Plan and shall execute such documents as Celestica may request for this
purpose.

         (b)  Notwithstanding any Transfer by a Participant to a Permitted
Transferee as provided by Section 6.1(a), any Plan Shares held by the Nominee as
agent for and for the benefit of such Permitted Transferee shall continue to be
subject to, and shall be held by the Nominee in accordance with, the provisions
of this Plan, including, without limitation, the requirements of this Article VI
and Article VII, as though such Plan Shares were still held by the Nominee as
agent for and on behalf of such Participant. In addition, all notices or other
communications relating to the Plan and Plan Securities shall continue to be
given to the Participant and not to such Participant's Permitted Transferee.

         (c)  A Participant may transfer such Participant's interest in any of
the Plan Shares held from time to time by the Nominee, as agent for and for the
benefit of such Participant, to a person, company, partnership or other entity
approved by the Celestica Board (an "Approved Transferee") provided that such
Plan Shares or any other securities or interests received by such Participant or
by the Nominee, as agent for and for the benefit of such Participant, in
exchange for such Plan Shares shall be subject to terms and conditions
(including with respect to the holding and Transfer thereof) which are
determined by the Celestica Board, after consultation with the Management
Representatives, to be substantially equivalent to the terms and conditions
applicable to such Plan Shares (including the provisions governing the holding
and Transfer thereof) under this Plan prior to their transfer to such Approved
Transferee.

6.2                  PERMITTED SALES OF PLAN SHARES.

         (a)  Subject to Section 6.2(b) and 6.2(c), a Participant shall be
entitled to sell at any time any or all Plan Shares held on behalf of the
Participant by the Nominee.

         (b)  A Participant's ability to sell Plan Shares pursuant to Sections
6.2(a) shall be subject to the following restrictions:

                  (i)      any such sale of Plan Shares may only be made to the
                           extent and in the manner permitted under applicable
                           securities laws and under any requirements imposed by
                           any securities regulatory authorities or any stock
                           exchanges on which the Subordinate Voting Shares are
                           listed or are to be then listed and any requirement
                           imposed by any underwriters in connection with any
                           public distribution of securities by Celestica;

                 (ii)      in connection with any public distribution of its
                           securities, Celestica may impose a "black-out" period
                           (not to exceed six months) during which no Plan
                           Shares may be sold pursuant to the provisions of this
                           Section 6.2; and

                                       11

<PAGE>

                (iii)      no Plan Shares which have been pledged to Celestica
                           or one of its Subsidiaries pursuant to Section 3.6(b)
                           may be sold pursuant to Section 6.2(a) or 6.2(b)
                           unless arrangements satisfactory to Celestica have
                           been made for the repayment of the Participant Loan,
                           or portion thereof, as applicable, relating to such
                           pledged Plan Shares prior to such sale being
                           effected.

         (c)  A Participant wishing to sell Plan Shares pursuant to Section
6.2(a) shall give written notice thereof (including the exact number of Plan
Shares proposed to be sold or withdrawn) in accordance with the procedures
implemented by Celestica or, if applicable, the Administrator for this purposes
from time to time.

6.3                  INTENTIONALLY DELETED

6.4                  INTENTIONALLY DELETED

6.5                  REQUIRED SALES UPON PARTICIPANT LOAN DEFAULT. If a
         Participant defaults on a Participant Loan, Celestica shall have the
         option, exercisable upon notice to the Participant at any time
         following any such default, to purchase all or any portion of the Plan
         Shares acquired pursuant to Section 3.3 and pledged by the Nominee, as
         agent for such Participant, to the Corporation in connection with such
         Participant Loan at a purchase price per Plan Share equal to 85% of the
         Market Price at the time of purchase by Celestica.

6.6                  CLOSING OF SALES. The closing of any purchase by Celestica
         or a party designated by it of Plan Shares pursuant to Sections 6.3,
         6.4 or 6.5 shall be held at the principal offices of the Corporation on
         a date designated by the purchaser but in any event not later than the
         last day upon which such purchase is permitted or required to be made.
         At the closing, the Nominee, as agent for and for the benefit of the
         Participant selling Plan Shares, shall deliver to the purchaser the
         share certificates and other instruments representing such Plan Shares,
         together with share transfer powers and other instruments transferring
         such Plan Shares, duly endorsed for transfer and free and clear of
         claims, liens, encumbrances and security interests, and, subject to
         Section 6.8, the purchaser shall deliver to the Participant the
         consideration payable upon closing.

6.7                  CANCELLATION OF OPTIONS UPON TERMINATION OF EMPLOYMENT. If
                     a Participant ceases to be a Celestica Employee:

         (a)  no Option held by the Nominee, as agent for and for the
              benefit of such Participant, shall thereafter become exercisable
              with respect to any Subordinate Voting Shares in addition to the
              Subordinate Voting Shares with respect to which such Option is
              exercisable as of such Participant's Employment Termination Date;
              and

         (b)  unless previously exercised, all Options held by the Nominee, as
              agent for and for the benefit of such Participant, shall be
              automatically cancelled as follows:

              (i) if the Participant ceases to be a Celestica
                  Employee as a result of such Participant's death or disability
                  (as determined by Celestica in its sole discretion), the
                  Options shall be cancelled one year following such
                  Participant's Employment Termination Date or on such later
                  date as is determined by Celestica in its sole discretion;

             (ii) if the Participant ceases to be a Celestica
                  Employee as a result of such Participant being terminated
                  without cause or as a result of such Participant's retirement,
                  the Options shall be cancelled 30 days following such
                  Participant's Employment Termination Date;

            (iii) if the Participant ceases to be Celestica
                  Employee as a result of such Participant being terminated for
                  cause, the Options shall be cancelled immediately on such
                  Participant's Employment Termination Date; and

                                       12

<PAGE>

             (iv) if such Participant ceases to be a Celestica
                  Employee for any reason not listed in Section 6.7(b)(i),
                  Section 6.7(b)(ii) or Section 6.7(b)(iii), the Options shall
                  be cancelled 30 days following such Participant's Employment
                  Termination Date.

6.8                  ALL PAYMENTS TO BE APPLIED FIRST TO REPAYMENT OF
         PARTICIPANT LOANS. Any amount payable to a Participant by Celestica or
         by a party designated by it in connection with its purchase of any Plan
         Shares pursuant to Section 6.3, 6.4 or 6.5 shall be reduced by any
         amount paid by the Corporation or any of its Subsidiaries to discharge
         any outstanding Participant Loan of such Participant.


                                   ARTICLE VII

                        AMENDMENT AND TERMINATION OF PLAN

7.1                  AMENDMENT OF PLAN. The consent of Onex, Celestica and the
         Management Representatives is needed to amend the Plan, except that,
         subject to Section 7.2, Celestica may, without the consent of any other
         person, amend or terminate this Plan at any time as and if so required
         by applicable law, the rules, regulations or published policies of any
         governmental or regulatory authority or any stock exchange on which
         securities of Celestica are listed or to which an application for
         listing of any securities of Celestica has been made.

7.2                  TERMINATION NOT TO AFFECT OUTSTANDING PLAN SECURITIES.
         Notwithstanding any termination of the Plan pursuant to Section 7.1,
         such termination shall not affect any Plan Securities (including, for
         greater certainty, any right to exercise any Option) then held by the
         Nominee, as agent for and on behalf of any Participant, and the
         provisions of this Plan shall continue to apply to any such Plan
         Securities (including the provisions relating to the transfers of Plan
         Securities and the provisions relating to the vesting of Options) and
         to the Participants on whose behalf the Nominee holds such Plan
         Securities. No Plan Shares shall be issued pursuant to Section 3.2 or
         Target Options and Base Options granted pursuant to Section 5.1 and
         Section 5.2, respectively, following the effective date of termination
         of the Plan.

7.3                  TERMINATION OF PLAN. No further Plan Shares shall be issued
         pursuant to Section 3.2 or Target Options granted pursuant to Section
         5.1 following July 7, 1998, being the date on which Celestica became a
         public company.


                                  ARTICLE VIII

                                  MISCELLANEOUS

8.1                  NOTICES. Any notice required to be given pursuant to the
         terms of the Plan may be given by personal delivery, facsimile
         transmission or prepaid mail to the place, facsimile number or address
         provided by the Participant to the Corporation or Celestica in
         connection with this Plan or as maintained in the personnel records of
         the Corporation. Any notice to be provided to the Corporation or
         Celestica shall be provided to it at its principal business address and
         principal facsimile number from time to time, to the attention of its
         Secretary. All notices delivered personally shall be deemed to have
         been received on the date so delivered, all notices sent by facsimile
         transmission shall be deemed to be received on the date transmitted
         unless it is not a business day, in which case they shall be deemed to
         have been received on the next business day, and all notices sent by
         mail shall be deemed to have been received on the fourth business day
         after mailing unless a labour dispute or other disruption of postal
         service has occurred during such four-day period, in which case receipt
         will be deemed to have occurred on the fourth business day following
         the termination of such disruption.

8.2                  FINANCIAL INFORMATION. Celestica shall make available to
         each Participant, so long as the Nominee holds Plan Shares as agent for
         and for the benefit of such Participant, copies of the Audited
         Financial Statements within 135 days after the end of each fiscal year
         of Celestica and copies of the Unaudited Financial Statements within 60
         days of each of the first three quarters of each fiscal year of
         Celestica.

                                       13

<PAGE>

8.3                  NO RIGHTS TO CONTINUED EMPLOYMENT. Neither the Plan, nor
         the acquisition of any Plan Securities shall confer upon any person any
         right with respect to continuance of employment or continuance as a
         director or officer of the Corporation or of Celestica or any
         Subsidiary of either of them, or interfere in any way with the right of
         the Corporation or Celestica or any Subsidiary of either of them to
         terminate the employment or office of any such person at any time in
         accordance with applicable law.

8.4                  ASSIGNMENT. Except as specifically provided under this
         Plan, or unless otherwise provided by applicable law, no rights or
         interests of a Participant under this Plan or any Plan Shares or
         Options held by the Nominee, as agent for or for the benefit of such
         Participant, shall be given as security or assigned by any Participant
         and no portion of any Subordinate Voting Shares reserved for issuance
         under the Plan shall be subject to attachment, charge, anticipation,
         execution, garnishment, sequestration or other seizure under any legal
         or other process. Any transaction purporting to effect such a
         prohibited result is void.


                                   ARTICLE IX

                                 EFFECTIVE DATE

9.1                  EFFECTIVE DATE. Subject to the prior approval of the
         Celestica Board, this amended and restated Plan came into effect on
         March 24, 1997.

                                       14

<PAGE>


                                TABLE OF CONTENTS


                                    ARTICLE I

                                 INTERPRETATION

         1.1          Definitions............................................  1
         1.2          Number and Gender......................................  4
         1.3          Section and Headings...................................  4
         1.4          Entire Plan............................................  4
         1.5          Time of Essence........................................  4
         1.6          Applicable Law.........................................  4
         1.7          Severability...........................................  4

                                   ARTICLE II

                         ELIGIBILITY AND ADMINISTRATION

         2.1          Eligibility to Participate in Plan.....................  4
         2.2          Administration of Plan.................................  4
         2.3          Powers of the Administrator............................  5
         2.4          Interpretation of Plan.................................  5
         2.5          Celestica Board to Give Notice of Interpretation.......  5

                                   ARTICLE III

                      ISSUE AND SALE OF SHARES UNDER PLAN

         3.1          Issue and Sale of Shares Under Plan....................  5
         3.2          Board to Allocate Shares to Participants...............  6
         3.3          Manner of Subscription.................................  6
         3.4          Minimum Subscription...................................  6
         3.5          Certificates Representing Plan Shares..................  6
         3.6          Financial Assistance to Senior Employees...............  6
         3.7          Use of Proceeds from Sale of Plan Shares...............  6

                                   ARTICLE IV

                          GENERAL PROVISIONS GOVERNING
            PLAN SECURITIES ACQUIRED AND HELD BY NOMINEE UNDER PLAN
         4.1          Nominee to Hold Plan Securities in Accordance with Plan. 7
         4.2          General Restriction on Transfers.......................  7
         4.3          Register of Participant Holdings.......................  7
         4.4          Dividends on Subordinate Voting Shares.................  7
         4.5          Voting of Plan Shares..................................  7
         4.6          Management Representatives to Make Elections...........  7

                                    ARTICLE V

           GRANT OF OPTIONS AND GENERAL TERMS AND CONDITIONS THEREOF

         5.1          Grant of Target Options................................  7
                                        i

<PAGE>

         5.2          Vesting of Target Options..............................  8
         5.3          Grant of Base Options..................................  8
         5.4          Terms and Conditions of Options........................  9
         5.5          Expiry of Options......................................  9
         5.6          Payment of Option Exercise Price.......................  9
         5.7          Treatment of Subordinate Voting Shares Acquired Upon
                        Exercise of Options..................................  9
         5.8          Accelerated Vesting on Change of Control...............  9
         5.9          Adjustments in Event of Change in Subordinate
                        Voting Shares........................................ 10
         5.10         Termination of Options Upon Death or Termination
                        of Employment........................................ 10
         5.11         Right to Exercise Options Subject to Legal Restrictions 10
         5.12         Options to be Granted in Accordance with Laws.......... 10
         5.13         Participants to Deliver Written Representations
                        Prior to Exercise of Options......................... 10
         5.14         No Rights as a Shareholder............................. 10
         5.15         Reduction in Number of Shares Subject to Options
                        in Event of Prolonged Leave.......................... 10

                                   ARTICLE VI

               PERMITTED AND REQUIRED TRANSFERS OF PLAN SECURITIES

         6.1          Permitted Transfers of Plan Shares to Immediate Family
                      Members and Personal Entities.......................... 11
         6.2          Permitted Sales of Plan Shares......................... 11
         6.3          Intentionally deleted.................................. 12
         6.4          Intentionally deleted.................................. 12
         6.5          Required Sales Upon Participant Loan Default........... 12
         6.6          Closing of Sales....................................... 12
         6.7          Cancellation of Options Upon Termination of Employment. 12
         6.8          All Payments to be Applied First to Repayment of
                        Participant Loans.................................... 13

                                   ARTICLE VII

                       AMENDMENT AND TERMINATION OF PLAN

         7.1          Amendment of Plan...................................... 13
         7.2          Termination Not to Affect Outstanding Plan Securities.. 13
         7.3          Termination of Plan.................................... 13

                                  ARTICLE VIII

                                 MISCELLANEOUS

         8.1          Notices................................................ 13
         8.2          Financial Information.................................. 14
         8.3          No Rights to Continued Employment...................... 14
         8.4          Assignment............................................. 14

                                   ARTICLE IX

                                 EFFECTIVE DATE

         9.1          Effective Date......................................... 14

                                       ii