<PAGE>



                         DESIGN TO DISTRIBUTION LIMITED

                                       AND

                          CELESTICA INTERNATIONAL INC.

                                       AND

                                 CELESTICA INC.





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

                           D2D EMPLOYEE SHARE PURCHASE

                                 AND OPTION PLAN

                                     (1997)

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







                                DECEMBER 4, 1997
                   AS AMENDED AND RESTATED ON NOVEMBER 8, 2000


<PAGE>



                         DESIGN TO DISTRIBUTION LIMITED

                                       AND

                          CELESTICA INTERNATIONAL INC.

                                       AND

                                 CELESTICA INC.

               D2D EMPLOYEE SHARE PURCHASE AND OPTION PLAN (1997)

                              STATEMENT OF PURPOSE

                  The purpose of this D2D Employee Share Purchase and Option
Plan (1997) (the "Plan") is to provide a means whereby Celestica Inc.
("Celestica") and its wholly-owned subsidiary, Celestica International Inc.
("Celestica International"), 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 indirect Subsidiary, Design to Distribution
Limited ("D2D"), and its Subsidiaries, motivate those employees to exert their
best efforts on behalf of Celestica and its Subsidiaries and to align closely
the personal interests of employees with those of the shareholders of Celestica.

                  Participation in the Plan is entirely voluntary. No employee
of D2D or any of its 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.

                  D2D, Celestica, Celestica International, Onex and a
wholly-owned Subsidiary of Celestica International, 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.

         "ADDITIONAL AMOUNT" has the meaning set out in Section 6.9.

         "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 GAAP.

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

                                       1

<PAGE>

         "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).

         "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 Celestica or any Subsidiary of Celestica.

         "ELIGIBLE PERSONS" means full-time employees of D2D and its direct and
         indirect Subsidiaries.

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

         "FISCAL YEAR" means a fiscal year of Celestica.

         "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 of 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 Celestica International and the
         Chief Financial Officer of Celestica International.

         "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.

         "OPTIONEE" means the Nominee in its capacity as agent for a particular
         Participant to whom an Option has been granted under the Plan.

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

                                       2

<PAGE>

         "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.

         "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 D2D or any of its
         Subsidiaries in accordance with Section 3.6, and shall include any
         interest from time to time accrued and unpaid thereon.

         "PARTICIPANT REIMBURSEMENT AMOUNT", with respect to a Participant at
         any time, means: (a) the amount owing by such Participant to Celestica
         and/or D2D, as applicable, at such time pursuant to Article VII as set
         out in the notice to such Participant contemplated by Section 7.3; plus
         (b) interest thereon calculated on the basis of the Libor Rate plus
         2.5% from the time such amount in clause (a) of this definition arose
         to the date the same is reimbursed in accordance with Section 7.4, 7.5
         or otherwise.

         "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) 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, or (B) a Participant has not
         repaid any outstanding Participant Reimbursement Amount as required by
         Article VII, any Subordinate Voting Shares that are acquired by such
         Participant upon the exercise of Options while Celestica has imposed
         such a "black-out" period or while such Participant Reimbursement
         Amount remains outstanding (such Subordinate Voting Shares accordingly
         being held by the Nominee as agent for and for the benefit of such
         Participant 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 6.8 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 6.8.

         "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.

                                       3

<PAGE>

         "SCHEME  OPTION" means an option to purchase one or more Subordinate
         Voting Shares from Celestica, which option is granted pursuant
         and subject to the terms of the U.K. Option Scheme.

         "SCHEME OPTIONED SHARES", at any time, means the Subordinate Voting
         Shares available for purchase under a Scheme Option at such time and,
         for greater certainty, at any time shall exclude such Subordinate
         Voting Shares as were formerly available for purchase under such Scheme
         Option but are no longer at that time available for purchase under such
         Scheme Option either because such Scheme Option expired or was
         terminated in respect of such Subordinate Voting Shares or because such
         Scheme Option was exercised with respect to such Subordinate Voting
         Shares.

         "SENIOR EMPLOYEE" means an Eligible Person who belongs to the
         management or senior technical staff of D2D or any of its Subsidiaries
         and who is designated as such by the Celestica Board on the
         recommendation of Celestica International and D2D.

         "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 Celestica 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.

         "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.

         "U.K. OPTION SCHEME" means the share option scheme of Celestica
         approved under Schedule 9 of INCOME AND CORPORATION TAXES ACT 1988
         (United Kingdom), as amended by FINANCE ACT 1996 (United Kingdom)
         attached to this Plan as Schedule C.

         "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 D2D Employee
         Share Purchase and Option Plan (1997). There are no conditions,
         covenants, agreements, representations, warranties or other provisions,
         express

                                       4
<PAGE>

         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.

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;

                                        5

<PAGE>

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

         (d)         determine the number of Subordinate Voting Shares covered
                     by each 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 and subject to
         Article VII hereof, 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 for such purpose by the Celestica Board on
         the recommendation of Celestica International and D2D.

3.2                  D2D AND CELESTICA INTERNATIONAL TO ALLOCATE SHARES TO
         PARTICIPANTS. D2D and Celestica International may from time to time
         recommend to Celestica the 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 a particular number of Subordinate Voting Shares that
         shall 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 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

                                        6

<PAGE>

         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 D2D 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 Celestica
         Board, on the recommendation of D2D and Celestica International, may
         from time to time undertake to identify Participants who are to be
         designated as Senior Employees for the purpose of this Plan to whom D2D
         or any of its Subsidiaries may provide financial assistance 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 such Participant Loan for such
         period of time and on such other terms as D2D 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 D2D or a Subsidiary of D2D
                     designated for this purpose, 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 issued to the Nominee, as agent for and for the
         benefit of Participants, shall be held by the Nominee in accordance
         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 Celestica or otherwise
         recognized by Celestica, Celestica International, D2D, 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.

                                        7

<PAGE>

4.4                  DIVIDENDS ON SUBORDINATE VOTING SHARES. The Nominee shall
         pay and transfer all dividends or other distributions (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. Subject to Article VII hereof, 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 Celestica International and D2D, 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:

<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.

                                        8

<PAGE>

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 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.

         (a)         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. Options shall be exercisable only in accordance with the terms of the
Plan and in accordance with their own terms.

         (b)         No Option held by the Nominee as agent for a Participant
shall be exercisable (i) at any time during which such Participant owes any
Participant Reimbursement Amount to Celestica and/or D2D, as applicable,
pursuant to Article VII or (ii) if the exercise of such Option would result in
such Participant owing any Participant Reimbursement Amount to Celestica and/or
D2D, as applicable, pursuant to Article VII, in each case, unless such
Participant makes arrangements satisfactory to Celestica and/or D2D, as
applicable, for the payment of such Participant Reimbursement Amount.

                                        9

<PAGE>

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)         Provided a Participant has paid any Participant
Reimbursement Amount then outstanding as required by Article VII, any
Subordinate Voting Shares acquired upon the exercise of an Option by such
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 (i) a "black-out" period has been
imposed as aforesaid, or (ii) such Participant has not repaid any outstanding
Participant Reimbursement Amount as required by Article VII, 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, provided the
Participant has repaid any Participant Reimbursement Amount then outstanding as
required by Article VII, 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 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 D2D or any Subsidiary
         of D2D (if the Participant is not immediately or continuously
         thereafter employed by Celestica, D2D, another Subsidiary

                                       10

<PAGE>

         of D2D 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,
         Celestica International and D2D in relation thereto and shall have no
         claim or cause of action against Celestica, Celestica International or
         D2D or any Subsidiary of any of them or any of their officers or
         directors, as a result of any failure by Celestica, Celestica
         International or D2D 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:

         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

                                       11

<PAGE>

         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, Article VII and Article VIII, 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

                (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.

                                       12
<PAGE>

         (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 purpose
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 D2D 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                  REQUIRED SALES IN CONNECTION WITH REIMBURSEMENT AMOUNT. If
         at any time while Celestica is a public company, a Participant is or
         becomes obligated, as the case may be, to reimburse or make any payment
         to Celestica and/or D2D, as the case may be, in accordance with Article
         VII, as soon as reasonably practicable following such time (having
         regard to any underwriter requirements, applicable securities laws and
         any requirements imposed by any securities regulatory authorities or
         any stock exchanges on which Subordinate Voting Shares are listed) the
         Nominee, as agent for such Participant, shall:

         (a)     sell a sufficient number of Plan Shares held by the Nominee,
                 as agent for such Participant, to repay such Participant's
                 Reimbursement Amount (or such greater amount as is required to
                 repay any outstanding Participant Loans of the Participant or
                 to cover any income or other tax (computed at the highest
                 marginal rate applicable to such Participant) owing in the
                 taxation year or years in which any gain is recognized as a
                 result of the sale of such Plan Shares); and

         (b)     use the proceeds from the sale of Plan Shares contemplated by
                 Section 6.6(a) (other than such portion of such proceeds as is
                 required to repay any outstanding Participant Loans of the
                 Participant or to cover any income or other tax as contemplated
                 by Section 6.6(a)) for the repayment of such Participant's
                 Participant Reimbursement Amount as contemplated by
                 Section 7.4.

6.7                  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 D2D 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 6.10, the purchaser shall deliver to the Participant the
         consideration payable upon closing.

6.8                  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

                                       13

<PAGE>

                      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

                 (iv) if such Participant ceases to be a Celestica Employee for
                      any reason not listed in Section 6.8(b)(i),
                      Section 6.8(b)(ii) or Section 6.8(b)(iii), the Options
                      shall be cancelled 30 days following such Participant's
                      Employment Termination Date.

6.9                  PAYMENT OF ADDITIONAL AMOUNTS UPON TERMINATION OF
         EMPLOYMENT. If a Participant to whom a Scheme Option has been granted
         ceases to be a Celestica Employee, and that Scheme Option is
         unexercised to any extent immediately prior to, and lapses as a result
         of, such cessation, Celestica shall pay to such Participant an amount
         (the "Additional Amount") determined as follows:

         (a)      if such Participant ceases to be a Celestica Employee as a
                  result of being terminated without cause or as a result of
                  such participant's death, retirement or permanent disability,
                  then the amount of such payment shall be equal to the excess,
                  if any, of the Market Price per Scheme Optioned Shares subject
                  to any Scheme Option(s) held by such Participant as at such
                  Participant's Employment Termination Date, over the exercise
                  price per Scheme Optioned Share subject to such Scheme
                  Option(s), multiplied by the number of Scheme Optioned Shares
                  that are subject to such Scheme Option(s) as at such
                  Termination Date (excluding for these purposes all Scheme
                  Optioned Shares in respect of which such Scheme Option(s) had
                  theretofore been exercised or had lapsed, expired and
                  terminated), such amount to be paid within 30 days following
                  such Employment Termination Date; and

         (b)      if such Participant ceases to be a Celestica Employee for any
                  reason not listed in Section 6.9(a) (including, without
                  limitation, termination for cause or voluntary termination by
                  the Participant), then the amount of such payment shall be
                  equal to the excess, if any, of the Market Price per Scheme
                  Optioned Shares subject to any Scheme Option(s) held by such
                  Participant as at such Participant's Employment Termination
                  Date, determined as at such Employment Termination Date, over
                  the exercise price per Scheme Optioned Share subject to such
                  Scheme Option(s), multiplied by the number of Scheme Optioned
                  Shares that are subject to such Scheme Option(s) as at the
                  Employment Termination Date (excluding for these purposes all
                  Scheme Optioned Shares in respect of which such Scheme
                  Option(s) had theretofore been exercised or had lapsed,
                  expired and terminated), 50% of such amount (or such greater
                  proportion of such amount as is necessary to repay any
                  outstanding Participant Loans of, and any Participant
                  Reimbursement Amount then owing by, the Participant) to be
                  paid within 30 days following such Employment Termination
                  Date, with the balance of such amount to be paid to such
                  Participant in approximately equal quarterly instalments over
                  the two-year period following such Employment Termination
                  Date, with the last payment to be paid on the second
                  anniversary of such Employment Termination Date (any unpaid
                  portion of the amount so payable to bear interest at the Libor
                  Rate, such interest to be payable by Celestica (or any other
                  person designated by it) to such Participant quarterly from
                  such Employment Termination Date on the daily amount
                  outstanding).

6.10                 ALL PAYMENTS TO BE APPLIED FIRST TO REPAYMENT OF
         PARTICIPANT LOANS AND PARTICIPANT REIMBURSEMENT AMOUNT. 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 and any Additional Amount payable to a Participant by
         Celestica pursuant to Section 6.9 shall be reduced by (a) any amount
         paid by D2D

                                       14

<PAGE>

         or any of its Subsidiaries to discharge any outstanding Participant
         Loan of such Participant and (b) any Participant Reimbursement Amount
         then owed by the Participant pursuant to Article VII.

                                   ARTICLE VII

               REIMBURSEMENT OF CELESTICA AND D2D BY PARTICIPANTS

7.1                  ALL ISSUANCES OF PLAN SECURITIES CONDITIONAL ON AGREEMENT
         BY PARTICIPANT TO Reimburse. All issuances to the Nominee, as agent for
         a Participant, of Plan Shares pursuant to Section 3.2, Target Options
         pursuant to Section 5.1 and Base Options pursuant to Section 5.3 shall
         be conditional on such Participant:

         (a)      agreeing to reimburse and pay monies to each of Celestica and
                  D2D in accordance with this Article VII and each Participant
                  who directs the Nominee to subscribe for Plan Shares pursuant
                  to a Participant Direction and Agreement shall be deemed to
                  have irrevocably agreed to so reimburse and pay monies to
                  Celestica and D2D; and

         (b)      directing the Nominee to pledge to Celestica and D2D, without
                  limitation to their recourse, all Plan Securities held by the
                  Nominee, as agent for such Participant, as security for the
                  amounts payable by such Participant to Celestica and/or D2D
                  pursuant to this Article VII and each Participant who directs
                  the Nominee to subscribe for Plan Shares pursuant to a
                  Participant Direction and Agreement shall be deemed to have
                  irrevocably directed the Nominee to so pledge such Plan
                  Securities to Celestica and D2D and the Nominee shall be
                  deemed to have pledged, as agent for such Participant, all
                  such Plan Securities to Celestica and D2D as aforesaid.

7.2                  REIMBURSEMENT BY PARTICIPANTS. Each Participant shall pay
         to Celestica and D2D the amount of, and reimburse Celestica and D2D
         for, any taxes, withholdings, duties, fees or other like charges
         (including any interest, fines and penalties arising thereon) paid or
         payable by Celestica, D2D or any of their respective Subsidiaries in
         the United Kingdom, including, without limitation, any taxes payable
         under the "pay as you earn" withholding system, but excluding any
         secondary Class I Social Security contributions, as a result of or in
         connection with (i) any issuance of Plan Securities to, or any exercise
         of Options or sales of Plan Securities by, the Nominee, as agent for
         such Participant and (ii) any issuance of Scheme Options to, or any
         exercise or sales of Scheme Options by, such Participant.

7.3                  CELESTICA AND D2D TO GIVE NOTICE OF PARTICIPANT LIABILITY.
         In the event that Celestica, D2D or any of their respective
         Subsidiaries become obligated to pay any taxes, withholdings, duties,
         fees or other like charges in respect of which they are to be
         reimbursed by a Participant pursuant to Section 7.2, Celestica and/or
         D2D shall give written notice to the Nominee and to such Participant of
         the nature of such taxes, withholdings, duties, fees or other like
         charges and the amount payable by such Participant in the respect
         thereof pursuant to this Article VII.

7.4                  PAYMENT OF PARTICIPANT REIMBURSEMENT AMOUNT. Unless
         otherwise agreed to by Celestica and D2D, a Participant shall pay to
         Celestica and/or D2D, as applicable, the Participant Reimbursement
         Amount, if any is then outstanding, no later than the earlier of (a)
         the date on which the Nominee first sells any Plan Shares held by the
         Nominee, as agent for such Participant, pursuant to Sections 6.3, 6.4
         or 6.5 or (b) the date on which the Participant first exercises any
         Options.

7.5                  RELEASE OF PLEDGE OF PLAN SECURITIES. Any Plan Securities
         which have been pledged by the Nominee to Celestica and D2D as required
         by Section 7.1(b) shall be released from such pledge upon any transfer
         of such Plan Securities pursuant to and in accordance with Sections
         6.2, 6.3, 6.4 or 6.5.

                                       15

<PAGE>

                                  ARTICLE VIII

                        AMENDMENT AND TERMINATION OF PLAN

8.1                  AMENDMENT OF PLAN. The consent of Onex, Celestica and the
         Management Representatives is needed to amend the Plan, except that,
         subject to Section 8.2, 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.

8.2                  TERMINATION NOT TO AFFECT OUTSTANDING PLAN SECURITIES.
         Notwithstanding any termination of the Plan pursuant to Section 8.1,
         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 transfer 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 5.3, respectively, following the effective date of termination
         of the Plan.

8.3                  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 IX

                                  MISCELLANEOUS

9.1                  NOTICES. Any notice required to be given to any Participant
         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 Celestica International or
         Celestica in connection with this Plan or as maintained in the
         personnel records of D2D. Any notice to be provided to D2D 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.
         Any notice to be provided to the Management Representatives shall be
         provided to them care of Celestica International in the manner set
         forth above, to their attention. Any notice to be provided to the
         Nominee shall be provided to it care of Celestica International in the
         manner set forth above, to the attention of the Nominee. Any such
         address or facsimile number may be changed by the relevant party by
         giving notice of such change to the other parties in the manner
         provided by this Section 9.1. 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.

9.2                  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 quarterly financial information
         with respect to Celestica within 60 days of the end of each of the
         first three quarters of each Fiscal Year and 120 days of the end of the
         last quarter of each Fiscal Year.

9.3                  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 D2D or of Celestica or any Subsidiary of either
         of them, or interfere in any way with

                                       16

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         the right of D2D 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.

9.4                  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 X

                                 EFFECTIVE DATE

10.1                 EFFECTIVE DATE. This amended and restated Plan shall come
         into effect on December 4, 1997.

                                       17

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                                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.......................................  5
         1.5               Time of Essence...................................  5
         1.6               Applicable Law....................................  5
         1.7               Severability......................................  5

                                   ARTICLE II

                         ELIGIBILITY AND ADMINISTRATION

         2.1               Eligibility to Participate in Plan................  5
         2.2               Administration of Plan............................  5
         2.3               Powers of the Administrator.......................  5
         2.4               Interpretation of Plan............................  5
         2.5               Celestica Board to Give Notice of Interpretation..  6

                                   ARTICLE III

                      ISSUE AND SALE OF SHARES UNDER PLAN

         3.1               Issue and Sale of Shares Under Plan...............  6
         3.2               D2D and Celestica International to Allocate
                             Shares to Participants..........................  6
         3.3               Manner of Subscription............................  6
         3.4               Minimum Subscription..............................  7
         3.5               Certificates Representing Plan Shares.............  7
         3.6               Financial Assistance to Senior Employees..........  7
         3.7               Use of Proceeds from Sale of Plan Shares..........  7

                                   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............  8
         4.5               Voting of Plan Shares.............................  8
         4.6               Management Representatives to Make Elections......  8

                                    ARTICLE V

           GRANT OF OPTIONS AND GENERAL TERMS AND CONDITIONS THEREOF

         5.1               Grant of Target Options...........................  8

                                        i

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         5.2               Vesting of Target Options.........................  8
         5.3               Grant of Base Options.............................  9
         5.4               Terms and Conditions of Options...................  9
         5.5               Expiry of Options................................. 10
         5.6               Payment of Option Exercise Price.................. 10
         5.7               Treatment of Subordinate Voting Shares Acquired
                             Upon Exercise of Options........................ 10
         5.8               Accelerated Vesting on Change of Control.......... 10
         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.................................... 11
         5.12              Options to be Granted in Accordance with Laws..... 11
         5.13              Participants to Deliver Written Representations
                             Prior to Exercise of Options.................... 11
         5.14              No Rights as a Shareholder........................ 11
         5.15              Reduction in Number of Shares Subject to Options
                             in Event of Prolonged Leave..................... 11

                                   ARTICLE VI

               PERMITTED AND REQUIRED TRANSFERS OF PLAN SECURITIES

         6.1               Permitted Transfers of Plan Shares to Immediate
                             Family Members and Personal Entities............ 12
         6.2               Permitted Sales of Plan Shares.................... 12
         6.3               Intentionally deleted............................. 13
         6.4               Intentionally deleted............................. 13
         6.5               Required Sales Upon Participant Loan Default...... 13
         6.6               Required Sales in Connection with Reimbursement
                             Amount.......................................... 13
         6.7               Closing of Sales.................................. 13
         6.8               Cancellation of Options Upon Termination of
                             Employment...................................... 13
         6.9               Payment of Additional Amounts Upon Termination of
                             Employment...................................... 14
         6.10              All Payments to be Applied First to Repayment of
                             Participant Loans and Participant Reimbursement
                             Amount.......................................... 14

                                   ARTICLE VII

               REIMBURSEMENT OF CELESTICA AND D2D BY PARTICIPANTS

         7.1               All Issuances of Plan Securities Conditional on
                             Agreement by Participant to Reimburse........... 15
         7.2               Reimbursement by Participants..................... 15
         7.3               Celestica and D2D to Give Notice of
                             Participant Liability........................... 15
         7.4               Payment of Participant Reimbursement Amount....... 15
         7.5               Release of Pledge of Plan Securities.............. 15

                                  ARTICLE VIII

                       AMENDMENT AND TERMINATION OF PLAN

         8.1               Amendment of Plan................................. 16
         8.2               Termination Not to Affect Outstanding
                             Plan Securities................................. 16
         8.3               Termination of Plan............................... 16

                                       ii

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                                   ARTICLE IX

                                 MISCELLANEOUS

         9.1               Notices........................................... 16
         9.2               Financial Information............................. 16
         9.3               No Rights to Continued Employment................. 16
         9.4               Assignment........................................ 16

                                    ARTICLE X

                                 EFFECTIVE DATE

         10.1              Effective Date.................................... 17

                                       iii